Common use of Capital Stock and Ownership Clause in Contracts

Capital Stock and Ownership. The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding that upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase additional Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the transactions contemplated by the Credit Documents.

Capital Stock and Ownership. The Capital Stock of each of Holdings Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings Company or any of its Subsidiaries outstanding that which upon conversion or exchange would require, the issuance by Holdings Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase additional purchase, a membership interest or other Capital Stock of Holdings Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the transactions contemplated by the Credit DocumentsAcquisition.

Capital Stock and Ownership. The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessablenon‑assessable. Except as set forth on Schedule 4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding that upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, additional Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the transactions contemplated by the Credit DocumentsClosing Date Acquisition.

Capital Stock and Ownership. The Capital Stock of each of Holdings Holding and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings Holding or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings Holding or any of its Subsidiaries outstanding that which upon conversion or exchange would require, the issuance by Holdings Holding or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings Holding or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase additional purchase, a membership interest or other Capital Stock of Holdings Holding or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings Holding and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the transactions contemplated by the Credit DocumentsAcquisition.

Capital Stock and Ownership. The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding that which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase additional purchase, Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Merger, the related financings and other transactions contemplated by the Credit DocumentsRelated Agreements to occur on the Closing Date.

Capital Stock and Ownership. The Capital Stock of each of Holdings Holding and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the Closing DateDecember 30, 2002, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings Holding or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings Holding or any of its Subsidiaries outstanding that which upon conversion or exchange would require, the issuance by Holdings Holding or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings Holding or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase additional purchase, a membership interest or other Capital Stock of Holdings Holding or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings Holding and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the transactions contemplated by the Credit DocumentsAcquisition.

Capital Stock and Ownership. The Capital Stock of each of Holdings Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-non assessable. Except as set forth on Schedule 4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings Company or any of its Subsidiaries outstanding that which upon conversion or exchange would require, the issuance by Holdings Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase additional purchase, a membership interest or other Capital Stock of Holdings Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the transactions contemplated by the Credit DocumentsTransactions.

Capital Stock and Ownership. The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-non assessable. Except as set forth on Schedule 4.24.02, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding that which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase additional purchase, Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 4.02 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the transactions contemplated by the Credit Documentsdate hereof.

Capital Stock and Ownership. The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding that upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase additional Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the transactions contemplated by the Credit Documents. 4.3.

Capital Stock and Ownership. The Capital Stock of each of Holdings Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings Company or any of its Subsidiaries outstanding that which upon conversion or exchange would require, the issuance by Holdings Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase additional purchase, a membership interest or other Capital Stock of Holdings Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the transactions contemplated by the Credit DocumentsDocuments to take place on the Closing Date.

Capital Stock and Ownership. The Capital Stock of each of Holdings Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings Company or any of its Subsidiaries outstanding that which upon conversion or exchange would require, the issuance by Holdings Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase additional purchase, a membership interest or other Capital Stock of Holdings Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the transactions contemplated by the Credit DocumentsAcquisition.

Capital Stock and Ownership. The Capital Stock of each of Holdings Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings Company or any of its Subsidiaries outstanding that which upon conversion or exchange would require, the issuance by Holdings Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase additional purchase, a membership interest or other Capital Stock of Holdings Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date and the Restatement Date both before and after giving effect to the transactions contemplated by the Original Credit DocumentsAgreement on the Closing Date and the Restatement Date Transactions to take place on the Restatement Date.

Capital Stock and Ownership. The Except as set forth on Schedule 4.2, Capital Stock of each of Holdings the Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings the Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings the Company or any of its Subsidiaries outstanding that upon conversion or exchange would require, the issuance by Holdings the Company or any of its Subsidiaries of any additional Capital Stock of Holdings the Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, additional Capital Stock of Holdings the Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings the Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the transactions contemplated by consummation of the Credit DocumentsTransactions.

Capital Stock and Ownership. The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding that upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, additional Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date Date, both before and after giving effect to the transactions contemplated by the Credit DocumentsRelated Agreements to occur on the Closing Date.

Capital Stock and Ownership. The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding that upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, additional Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the transactions contemplated by the Credit DocumentsClosing Date Acquisition.