Common use of Capital Stock of the Company Clause in Contracts

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 shares of common stock, no par value, of which 100 shares are issued and outstanding, and no shares of preferred stock. All of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 100,000 shares of Common Stock, par value $0.01 per share, of which 10,000 shares are voting stock and 90,000 shares are non-voting stock. There are 1,000 shares of common stock, no par value, voting stock that are issued and outstanding and 9,000 shares of which 100 shares non-voting stock that are issued and outstanding, and no . No shares of preferred are held as treasury stock. All Except as disclosed in SCHEDULE 5.4, all of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Stockholders in the respective amounts set forth on SCHEDULE 5.4, free and clear of all Liens (defined below). SCHEDULE 5.4 attached hereto sets forth the number and class of the authorized capital stock of each Subsidiary and the number of shares of each Subsidiary which are issued and outstanding, all of which shares are owned by the Company free and clear of all Liens. All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, ---- pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 50,000 shares of common stockCommon Stock, no par value, of which 100 1,222 shares are issued and outstanding, and no . No shares of preferred are held as treasury stock. All Except as disclosed in SCHEDULE 5.4, all of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Shareholders in the respective amounts set forth on SCHEDULE 5.4, free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).. 5.5

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 shares of common stock, no par value, of which 100 three (3) shares are issued and outstanding, outstanding and no shares of preferred stock. All of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Stockholders in the amounts set forth in Schedule 1.2(a)(i) free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 10,000 shares of common stock, no par valuevalue per share, of which 100 1,111.12 shares are issued and outstanding, and no shares of preferred stock. All of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Stockholders in the amounts set forth in Schedule 3.4 free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 1,000,000 shares of common stockCommon Stock, no par valuevalue per share, of which 100 116,452 shares are issued and outstanding, and no . No shares of preferred are held as treasury stock. All Except as disclosed in SCHEDULE 5.4, all of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Shareholders in the respective amounts set forth on SCHEDULE 5.4, free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any ---- mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 1,000,000 shares of common stock, no par value, of which 100 320,200 shares are issued and outstanding. Except as disclosed in SCHEDULE 5.4, and no shares of preferred stock. All all of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Shareholders in the respective amounts set forth on SCHEDULE 5.4, free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, pledge, hypothecation, ---- assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 Seven Thousand Five Hundred (7,500) shares of common stock, no ONE DOLLAR ($1.00) par value, of which 100 One Hundred (100) shares are issued and outstanding, and no shares of preferred stock. All of the issued and outstanding shares of the capital stock of the Company have has been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Stockholders in the amounts set forth in SCHEDULE 4.4 free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were was offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "LienLIEN" means any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 2,800 shares of common stock, no par value, of which 100 300 shares are issued and outstanding, outstanding and no shares of preferred stock. All of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Stockholders in the amounts set forth in Schedule 1.2 free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 1,000,000 shares of common stock, no $1.00 par value, of which 100 10,550 shares are issued and outstanding. Except as disclosed in SCHEDULE 5.4, and no shares of preferred stock. All all of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Stockholders in the respective amounts set forth on SCHEDULE 5.4, free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding out standing shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, pledge, hypothecation, ---- assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing fore going and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 5,000 shares of common stock, no par value, of which 100 SCHEDULE 5.4 sets forth the shares that are issued and outstanding, and no shares of preferred stock. All of the issued and outstanding shares of the capital stock of the Company Company, such shares have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Shareholders in the respective amounts set forth on SCHEDULE 5.4, free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, ---- pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 10,000 shares of common stock, no $1.00 par value, of which 100 10,000 shares are issued and outstanding. Except as disclosed in SCHEDULE 5.4, and no shares of preferred stock. All all of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Shareholders in the respective amounts set forth on SCHEDULE 5.4, free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, pledge, hypothecation, ---- assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 200,000 shares of common class A stock, no par value, of which 100 49,871.058 shares are issued and outstanding, outstanding and no 400,000 shares of preferred class B stock, no par value, of which 264,710 share are issued and outstanding. No shares are held as treasury stock. All Except as disclosed in SCHEDULE 5.4, all of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Shareholders in the respective amounts set forth on SCHEDULE 5.4, free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, pledge, hypothecation, ---- assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 100,000 shares of common stock, no $.01 par value, of which 100 63,491 shares are issued and outstanding, and no . No (0) shares of preferred common stock are held as treasury stock. All Except as disclosed in SCHEDULE 5.4, all of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Stockholders in the respective amounts set forth on SCHEDULE 5.4, free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any ---- mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement state ment under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 750 shares of common stock, no without par value, of which 100 500 shares are issued and outstanding, out standing and no 250 shares of preferred are held as treasury stock. All Except as disclosed in SCHEDULE 5.4, all of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Shareholder Shareholders in the respective amounts set forth on SCHEDULE 5.4, free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, ---- pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).