Common use of Capital Stock and Ownership Clause in Contracts

Capital Stock and Ownership. The Capital Stock of each of 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 to the Disclosure Letter, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its Subsidiaries. SCHEDULE 4.2 to the Disclosure Letter correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

Capital Stock and Ownership. The Capital Stock of each of Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on SCHEDULE in Schedule 4.2 to of the Disclosure Letter, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its Company's Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its Company's Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Company's Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its Company's Subsidiaries. SCHEDULE Schedule 4.2 to of the Disclosure Letter correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing DateDate and indicates which Subsidiaries are First Tier Foreign Subsidiaries.

Capital Stock and Ownership. The Capital Stock of each of Company AcquisitionCo 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 to the Disclosure LetterSchedule 4.2, as of the date hereofClosing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Company AcquisitionCo or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company AcquisitionCo or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company AcquisitionCo or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company AcquisitionCo or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company AcquisitionCo or any of its Subsidiaries. SCHEDULE Schedule 4.2 to the Disclosure Letter correctly sets forth the ownership interest of Company AcquisitionCo and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

Capital Stock and Ownership. The Capital Stock of each of 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 to the Disclosure LetterSchedule 5.2, as of the date hereofInterim Facility Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which the Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by the Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of the Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of the Company or any of its Subsidiaries. SCHEDULE 4.2 to the Disclosure Letter Schedule 5.2 correctly sets forth the ownership interest of the Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Interim Facility Effective Date.

Capital Stock and Ownership. The Capital Stock of each of the 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 to the Disclosure LetterSchedule 5.2, as of the date hereofInterim Facility Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which the Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by the Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of the Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of the Company or any of its Subsidiaries. SCHEDULE 4.2 to the Disclosure Letter Schedule 5.2 correctly sets forth the ownership interest of the Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Interim Facility Effective Date.

Capital Stock and Ownership. The Capital Stock of each of Company 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 to the Disclosure LetterSchedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company Holdings or any of its Subsidiaries. SCHEDULE Schedule 4.2 to the Disclosure Letter correctly sets forth the capitalization of Holdings and the ownership interest of Company Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both immediately before and immediately after giving effect to the Closing Date Acquisition. Schedule 4.2 also correctly sets for the officers and the members of the board of directors (or managers, as applicable) of Holdings and each of its Subsidiaries as of the Closing Date.

Capital Stock and Ownership. The Capital Stock of each of 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 in Schedule 4.2 to of the Disclosure Letter, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its the Company’s Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its the Company’s Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its the Company’s Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its the Company’s Subsidiaries. SCHEDULE Schedule 4.2 to of the Disclosure Letter correctly sets forth the ownership interest of the Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing DateDate and indicates which Subsidiaries are First Tier Foreign Subsidiaries.

Capital Stock and Ownership. The Capital Stock of each of Holding Company and its each of their respective Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on SCHEDULE 4.2 to the Disclosure LetterSchedule 4.2, as of the date hereofClosing Date, there is no existing option, warrant, call, right, commitment or other agreement to which any Holding Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of any Holding Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by any Holding Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of any Holding Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of any Holding Company or any of its Subsidiaries. SCHEDULE Schedule 4.2 to the Disclosure Letter correctly sets forth the ownership interest of each Holding Company and each of its their Subsidiaries in their respective Subsidiaries as of the Closing Date. 4.3.

Capital Stock and Ownership. The Capital Stock of Company and each of Company and its the Guarantor Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on SCHEDULE 4.2 to the Disclosure LetterSchedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its the Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its the Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its the Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its the Subsidiaries. SCHEDULE Schedule 4.2 to the Disclosure Letter correctly sets forth the ownership interest of Company and each of its the Subsidiaries in their respective Subsidiaries as of the Closing Date. Schedule 4.2 further correctly sets forth as of the Closing Date the Joint Ventures in which Company or any of the Subsidiaries has an interest, and the extent of such interest and the material agreements relating thereto.

Capital Stock and Ownership. The Capital Stock of each of 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 to Schedule 4.2, as of the Disclosure Letter, date hereof and as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its Subsidiaries. SCHEDULE Schedule 4.2 to the Disclosure Letter correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Datedate hereof and the date hereof.

Capital Stock and Ownership. The Capital Stock of each of Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on SCHEDULE in Schedule 4.2 to of the Disclosure Letter, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its Company’s Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its Company’s Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Company’s Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its Company’s Subsidiaries. SCHEDULE Schedule 4.2 to of the Disclosure Letter correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing DateDate and indicates which Subsidiaries are First Tier Foreign Subsidiaries.

Capital Stock and Ownership. The Capital Stock of each of Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth expressly provided on SCHEDULE 4.2 to the Disclosure LetterSchedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its Company's Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Company's Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its Company's Subsidiaries. SCHEDULE Schedule 4.2 to the Disclosure Letter correctly sets forth the ownership interest of Company and each of its Subsidiaries (including Unrestricted Subsidiaries) in their respective Subsidiaries (including Unrestricted Subsidiaries) as of the Closing Date.

Capital Stock and Ownership. The Capital Stock of each of Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth expressly provided on SCHEDULE 4.2 to Schedule 4.2, the Disclosure LetterCompany or its Subsidiaries owns 100% of all of the equity interests in each of the Company’s Affiliates. Except as expressly provided on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its Company’s Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Company’s Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its Company’s Subsidiaries. SCHEDULE Schedule 4.2 to the Disclosure Letter correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date, including, without limitation, all holdings of Capital Stock, after giving effect to the Restructuring Transactions.

Capital Stock and Ownership. The Capital Stock of each of 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 to in the Disclosure LetterSchedule attached hereto, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which the Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by the Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of the Company or any of its Subsidiaries or other Securities securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of the Company or any of its Subsidiaries. SCHEDULE 4.2 to the The Disclosure Letter Schedule correctly sets forth the ownership interest of the Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.