Common use of Capitalization of Buyer Clause in Contracts

Capitalization of Buyer. Subject to Schedule 5.4, the ----------------------- ------------ authorized capital stock of Buyer, the number of shares outstanding and the number of shares held in Buyer's treasury are set forth on Schedule 5.4 hereto. ------------ All outstanding shares of capital stock of Buyer have been validly issued and are fully paid and nonassessable, and no shares of capital stock of Buyer are subject to, nor have any been issued in violation of, preemptive or similar rights. Except as set forth on Schedule 5.4 hereto, there are (and as of the ------------ Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of Buyer, (ii) no securities of Buyer convertible into or exchangeable for shares of capital stock or other voting securities of Buyer, (iii) no options or other rights to acquire from Buyer, and no obligation of Buyer to issue or sell, any shares of capital stock or other voting securities of Buyer or any securities of Buyer convertible into or exchangeable for such capital stock or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings or other similar rights of or with respect to Buyer. There are (and as of the Closing Date there will be) no outstanding obligations of Buyer or any Subsidiary to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests, or rights. Except as set forth on Schedule 5.4, Buyer is not a party to, and is ------------ not aware of, any voting agreement, voting trust, or similar agreement or arrangement relating to any class or series of its capital stock.

Capitalization of Buyer. Subject to Schedule 5.4, the ----------------------- ------------ authorized capital stock of Buyer, the number of shares outstanding and the number of shares held in Buyer's treasury are set forth on Schedule 5.4 hereto. ------------ All outstanding shares of capital stock of Buyer have been validly issued and are fully paid and nonassessable, and no shares of capital stock of Buyer are subject to, nor have any been issued in violation of, preemptive or similar rights. Except as set forth on Schedule 5.4 hereto, there are (and as of the ------------ Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of Buyer, (ii) no securities of Buyer convertible into or exchangeable for shares of capital stock or other voting securities of Buyer, (iii) no options or other rights to acquire from Buyer, and no obligation of Buyer to issue or sell, any shares of capital stock or other voting securities of Buyer or any securities of Buyer convertible into or exchangeable for such capital stock or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings or other similar rights of or with respect to Buyer. There are (and as of the Closing Date there will be) no outstanding obligations of Buyer or any Subsidiary to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests, or rights. Except as set forth on Schedule 5.4, Buyer is not a party to, and is ------------ not aware of, any voting ------------ agreement, voting trust, or similar agreement or arrangement relating to any class or series of its capital stock.

Capitalization of Buyer. Subject to Schedule 5.4, the ----------------------- ------------ authorized capital stock of Buyer, the number of shares outstanding and the number of shares held in Buyer's treasury are set forth on Schedule 5.4 hereto. ------------ All outstanding shares of capital stock of Buyer have been validly issued and are fully paid and nonassessable, and no shares of capital stock of Buyer are subject to, nor have any been issued in violation of, preemptive or similar rights. Except as set forth on Schedule 5.4 hereto, there are (and as of the ------------ Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of Buyer, (ii) no securities of Buyer convertible into or exchangeable for shares of capital stock or other voting securities of Buyer, (iii) no options or other rights to acquire from Buyer, and no obligation of Buyer to issue or sell, any shares of capital stock or other voting securities of Buyer or any securities of Buyer convertible into or exchangeable for such capital stock or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings or other similar rights of or with respect to Buyer. There are (and as of the Closing Date there will be) no outstanding obligations of Buyer or any Subsidiary to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests, or rights. Except as set forth on Schedule 5.4, Buyer is not a party to, and is ------------ not aware of, any voting ------------- agreement, voting trust, or similar agreement or arrangement relating to any class or series of its capital stock.

Capitalization of Buyer. Subject to Schedule 5.4, the ----------------------- ------------ authorized capital stock of Buyer, the number of shares outstanding and the number of shares held in Buyer's treasury are set forth on Schedule 5.4 hereto. ------------ All outstanding shares of capital stock of Buyer have been validly issued and are fully paid and nonassessable, and no shares of capital stock of Buyer are subject to, nor have any been issued in violation of, preemptive or similar rights. Except as set forth on Schedule 5.4 hereto, there are (and as of the ------------ Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of Buyer, (ii) no securities of Buyer convertible into or exchangeable for shares of capital stock or other voting securities of Buyer, (iii) no options or other rights to acquire from Buyer, and no obligation of Buyer to issue or sell, any shares of capital stock or other voting securities of Buyer or any securities of Buyer convertible into or exchangeable for such capital stock or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings or other similar rights of or with respect to Buyer. There are (and as of the Closing Date there will be) no outstanding obligations of Buyer or any Subsidiary to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests, or rights. Except as set forth on Schedule 5.4, Buyer is not a party to, and is ------------ ------------- not aware of, any voting agreement, voting trust, or similar agreement or arrangement relating to any class or series of its capital stock.