Common use of Ownership; Capitalization Clause in Contracts

Ownership; Capitalization. The Company has no Subsidiaries other than the Company Subsidiaries. Schedule 5.3(a) sets forth, for each Company Subsidiary and each other entity in which a Company Subsidiary owns, directly or indirectly, any capital stock or other equity securities or ownership interests, (i) its name and jurisdiction of organization; (ii) the number of shares of each class of its authorized capital stock or other equity securities or ownership interests, as applicable; (iii) each of (A) the number of issued and outstanding shares of each class of its capital stock or other equity securities or ownership interests, as applicable, (B) the names of the holders thereof and (C) the number of shares or other equity securities or ownership interests, as applicable, held by each such holder; and (iv) the number of shares of its capital stock or other equity securities or ownership interests held in treasury. Except as set forth in Schedule 5.3(a), neither the Company nor any Company Subsidiary has any direct or indirect equity investment or ownership interest in any Person. Except as set forth in Schedule 5.3(a), the Company is the direct owner of all of the outstanding shares of capital stock or other equity securities or ownership interests of each Company Subsidiary and the direct owner of each of the equity investments or ownership interests set forth on Schedule 5.3(a), in each case, free and clear of all Liens. All of the shares of capital stock or other equity securities or ownership interests, as applicable, of each Company Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, and were not issued in violation of any preemptive or other similar rights. Except for this Agreement, there are no options, warrants, calls or other agreements of any kind or character for (1) the issuance or sale of capital stock or other equity securities or ownership interests, as applicable, of any Company Subsidiary or any securities or rights convertible into, or exercisable or exchangeable for, any such capital stock, equity securities or ownership interests, as applicable, or (2) the repurchase, redemption or other acquisition of any capital stock, other equity securities or ownership interests, as applicable, of any Company Subsidiary. There are no shareholder agreements, voting trusts, proxies or other similar agreements or understandings with respect to or concerning the capital stock, equity securities or ownership interests, as applicable, of any Company Subsidiary.

Ownership; Capitalization. The Company has no Schedule 3.5 is a true, correct and complete list of all Subsidiaries other than of the Company SubsidiariesCompany. Schedule 5.3(a) 3.5 accurately sets forth, forth for each Company Subsidiary and each other entity in which a Company Subsidiary owns, directly or indirectly, any capital stock or other equity securities or ownership interestsof the Company, (i) its name and jurisdiction of organization; , (ii) the number of shares of each class of its authorized capital stock or other equity securities or ownership interests, as applicable; (iii) each of (A) the number of issued and outstanding shares of each class of its capital stock limited liability company interests or other equity securities or ownership interests, as applicable, membership units and (Biii) the names of the holders thereof and (C) the number of shares limited liability company interests or other equity securities or ownership interests, as applicable, membership units held by each such holder; and (iv) the number . The Company or another Subsidiary of shares of its capital stock or other equity securities or ownership interests held in treasury. Except as set forth in Schedule 5.3(a), neither the Company nor any Company Subsidiary has any direct or indirect equity investment or ownership interest in any Person. Except as set forth in Schedule 5.3(a)owns, of record and beneficially, good and valid title to the Company is the direct owner of all of the outstanding shares of capital stock limited liability company interests or other equity securities or ownership interests membership units of each Company Subsidiary and the direct owner of each of the equity investments or ownership interests set forth on Schedule 5.3(a), in each caseCompany, free and clear of any and all Liens, other than Permitted Liens except for restrictions on transferability imposed by securities Laws. All of the shares of capital stock issued and outstanding limited liability company interests or other equity securities or ownership interests, as applicable, membership units of each Subsidiary of the Company Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, and were not issued in violation of any preemptive or other similar rightsright. Except for this Agreementas set forth on Schedule 3.3, (i) there are no options, warrants, calls agreements or other agreements rights to subscribe for or purchase any limited liability company interests or membership units of any kind or character for (1) the issuance or sale of capital stock or other equity securities or ownership interests, as applicable, of any Company Subsidiary or any the Company or securities or rights convertible into, or exercisable into or exchangeable for, or which otherwise confer on the holder any right to acquire, any limited liability company interests or membership units of any Subsidiary of the Company nor is any such capital stockSubsidiary committed to issue any such option, equity warrant or other right, (ii) there are no contracts, commitments, arrangements or understandings by which any such Subsidiary is bound to issue additional securities or ownership interestsoptions, as applicable, warrants or (2) the repurchase, redemption or other acquisition of rights to acquire any capital stock, other equity additional securities or ownership interests, as applicable, any security convertible into or exchangeable for any such securities of any Company Subsidiary. There such Subsidiary and (iii) there are no shareholder agreements, voting trusts, proxies Persons with registration or other similar agreements or understandings with respect rights to or concerning have any securities registered by such Subsidiary under the capital stock, equity securities or ownership interests, as applicable, of any Company SubsidiarySecurities Act.

Ownership; Capitalization. The Company has no Subsidiaries other than the Company Subsidiaries. Schedule 5.3(a) sets forth, for each Company Subsidiary and each other entity in which a Company Subsidiary owns, directly or indirectly, any capital stock or other equity securities or ownership interests, (i) its name As of the date hereof, Seller is the sole record and jurisdiction beneficial owner of organization; the Company Shares free and clear of all Liens. The Company Shares constitute all of the issued and outstanding capital stock of the Company. The authorized capital stock of the Company consists of 250 shares of common stock, US$4.00 par value per share, of which 250 shares are issued and outstanding. The Company Shares are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of, and are not subject to, any preemptive or other similar rights. (ii) the number of shares of each class of its authorized capital stock or other equity securities or ownership interests, as applicable; (iii) each of (A) the number of issued and outstanding shares of each class of its capital stock or other equity securities or ownership interests, as applicable, (B) the names of the holders thereof and (C) the number of shares or other equity securities or ownership interests, as applicable, held by each such holder; and (iv) the number of shares of its capital stock or other equity securities or ownership interests held in treasury. Except as set forth in Schedule 5.3(a), neither for the Company nor any Company Subsidiary has any direct or indirect equity investment or ownership interest in any Person. Except as set forth in Schedule 5.3(a)Shares, the Company is the direct owner of all of the there are outstanding no shares of capital stock or other equity interests in the Company; no securities or ownership interests in the Company that are convertible into, or exchangeable or exercisable for, shares of capital stock or other interests in the Company; and no options, warrants, calls, rights, commitments or agreements to which the Company is a party or by which it is bound, in any case obligating the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, shares of capital stock or other interests in the Company, or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. (iii) Section 3.1(b)(iii) of the Seller Disclosure Schedule sets forth the authorized capital stock of each Company Subsidiary of the Company, the number of outstanding shares of each class of capital stock or other ownership interest of each such Subsidiary, all of which are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of, and are not subject to, any preemptive or other similar rights, and the direct owner of each such shares or other ownership interests; and except as set forth in Section 3.1(b)(iii) of the Seller Disclosure Schedule, the Company or a Subsidiary of the Company owns of record and beneficially all such shares or other ownership equity investments or ownership interests set forth on Schedule 5.3(a), in each caseinterests, free and clear of all Liens except for Permitted Liens. All Except as set forth in Section 3.1(b)(iii) of the Seller Disclosure Schedule, there are outstanding no shares of capital stock or other equity interests in any Subsidiary of the Company; no securities or ownership interestsinterests in any Subsidiary of the Company that are convertible into, as applicableor exchangeable or exercisable for, shares of capital stock or other interests in any Subsidiary of the Company; and no options, warrants, calls, rights, commitments or agreements to which the Company or any of its Subsidiaries is a party or by which it is bound, in any case obligating the Company or any of its Subsidiaries to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, shares of capital stock or other interests in any Subsidiary of the Company, or obligating any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the capital stock of the Company or any of its Subsidiaries. Neither the Company nor any Subsidiary owns any capital stock of or other equity interest in any Person other than the Subsidiaries. (iv) Upon the formation of Newco pursuant to the Restructuring (i) Seller shall be the sole record and beneficial owner of the Newco Shares, (ii) the Newco Shares shall constitute all of the issued and outstanding capital stock of Newco, (iii) the authorized capital stock of Newco shall consist of 1,100 shares of common stock, $1.00 par value per share, of each Company Subsidiary have been duly authorized and validly which 1,031 shares shall be issued and are outstanding, (iv) the Newco Shares shall be duly authorized, validly issued, fully paid and non-assessable, nonassessable and were shall not have been issued in violation of any preemptive or other similar rights. Except rights and shall not be subject to any Lien, (v) except for this Agreementthe Newco Shares, there are shall be outstanding no shares of capital stock or other interests in Newco; no securities or interests in Newco that shall be convertible into, or exchangeable or exercisable for, shares of capital stock or other interests in Newco; and no options, warrants, calls calls, rights, commitments or other agreements of to which Newco shall be a party or by which it shall be bound, in any kind case obligating Newco to issue, deliver, sell, purchase, redeem or character for (1) the issuance acquire, or sale cause to be issued, delivered, sold, purchased, redeemed or acquired, shares of capital stock or other equity securities interests in Newco, or ownership interestsobligating Newco to grant, as applicableextend or enter into any such option, warrant, call, right, commitment or agreement. Seller will transfer and deliver to Buyer at the Closing good and valid title to the Newco Shares, free and clear of any Company Subsidiary or any securities or rights convertible into, or exercisable or exchangeable for, any such capital stock, equity securities or ownership interests, as applicable, or (2) the repurchase, redemption or other acquisition of any capital stock, other equity securities or ownership interests, as applicable, of any Company Subsidiary. There are no shareholder agreements, voting trusts, proxies or other similar agreements or understandings with respect to or concerning the capital stock, equity securities or ownership interests, as applicable, of any Company SubsidiaryLien.