Common use of Ownership and Capitalization Clause in Contracts

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 shares of common stock, no par value. Prior to the Stock/LLC Exchange, each Shareholder owned, and immediately prior to the Closing each Shareholder will own, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above, and the Company Shares reflected in Section 2(k) constitute all of the issued and outstanding capital stock of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 100,000 shares of common stock, no $.05 par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, including any claim of any spouse, as applicable, the number of shares of the common stock, no $.05 par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 50,000 shares of common stock, no par value. Prior to the Stock/LLC Exchange, each The Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, (A) the number of shares of the common stock, no par value, of the Company (the "Company Shares") set forth opposite such the Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company, and (B) all of the outstanding shares of capital stock of each of the Sellers. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's or any Seller's capital stock or any treasury stock, and neither the Company nor any Seller has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the CompanyCompany or any Seller. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the CompanyCompany or of any Seller. Except as set forth on Exhibit 3.1(b) (i), all of which the Shareholders shall cause to be terminated prior to the Closing, there There are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the SharesCompany Shares or any capital stock of any Seller, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 25,000,000 shares of common stock, no par value and 10,000,000 shares of preferred stock, no par value. Prior to the Stock/LLC Exchange, each the Shareholder owned, and immediately prior to the Closing each the Shareholder will own, beneficially and of record, free and clear of any Encumbrance or Tax, the number of 10,000,000 shares of the common stock, no par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above), and which immediately prior to the Company Shares reflected in Section 2(k) Closing will constitute all of the issued and outstanding capital stock of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There Except as set forth on Exhibit 3.1(b)(i), there is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i), all of which the Shareholders Shareholder shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 50,000 shares of common Common stock, no $1.00 par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common Common stock, no $1.00 par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.2(a), and the Company Shares shares reflected in Section 2(k2.2(a) constitute all of the issued and outstanding capital stock of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings understanding with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws. The Company has no subsidiaries and no interest in any other corporation, partnership, limited partnership, limited liability company, association or joint venture.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 30,000 shares of common stock, no $1.00 par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no $1.00 par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company. In addition, the Company holds 120 shares of common stock, $1.00 par value, as treasury stock. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Company Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 1,500 shares of common stock, no $1.00 par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no $1.00 par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company. The Company does not own, directly or indirectly, any shares of its capital stock. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Company Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 5,000,000 shares of common stock, no par value and 500,000 shares of preferred stock, no par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company. The Company does not own, directly or indirectly, any shares of its capital stock. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There Except as set forth on Exhibit 3.1(b)(i), there is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Company Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 shares of common stock, no $.01 par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no $.01 par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company. The Company does not own, directly or indirectly, any shares of its capital stock. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Company Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 1,500 shares of common stock, no par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company. The Company does not own, directly or indirectly, any shares of its capital stock. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Company Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 shares of common stock, no par value, divided into two classes as follows: 700,000 shares of voting common stock and 300,000 shares of nonvoting common stock. Prior to the Stock/LLC Exchange, each No shares of nonvoting common stock have been issued. Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the voting common stock, no par value, stock of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k), and the Company Shares reflected in Section 2(k2.1(k) constitute all of the issued and outstanding capital stock of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws.