Common use of Capitalization; Ownership Clause in Contracts

Capitalization; Ownership. Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing).

Capitalization; Ownership. Section 3.2 (a) Schedule 3.2(a) of the Seller Disclosure Schedule sets forth (ai) the name and jurisdiction of incorporation or organization of each Acquired Company, (bii) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (ciii) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien Encumbrance or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws)interests. All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. The Shares constitute all of the issued and outstanding capital stock, membership interests or other equity interests of L&W. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure ScheduleSchedule 3.2(a), no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing)Subsidiaries.

Capitalization; Ownership. Section 3.2 (a) Schedule 3.2(a) of the Seller Disclosure Schedule sets forth (ai) the name and jurisdiction of incorporation or organization of each the Acquired Company, (bii) the authorized legal and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record owner of all of the issued and outstanding shares, membership interests or other equity interests shares of each the Acquired Company and (iii) the number and classes of all authorized and issued shares in the capital of the Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares in the capital of capital stock, membership interests or other equity interests of each the Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessablenon-assessable and were offered, issued, sold and have not been issued delivered in violation material compliance with all applicable securities Laws. Except as set forth in Schedule 3.2(a) of any Organizational Document of any Acquired Companythe Seller Disclosure Schedule, applicable Law, preemptive rights, rights of first refusal or similar rights. There there are no authorized authorized, issued or outstanding (A) shares of in the capital stockof, membership interests or other voting securities or equity interests of any class or securities containing equity-like features in, the Acquired Company, (B) preemptive or securities convertible into or exchangeable for such sharesother outstanding rights, membership interests or equity interests, and no options, warrants, conversion rights, agreements redemption rights, repurchase rights, agreements, arrangements, puts, calls, commitments or commitments rights of any kind to which any the Acquired Company is a party or by which are binding upon such the Acquired Company providing for is bound that obligate the issuance Acquired Company to issue, sell, repurchase, redeem or redemption of otherwise acquire any shares of such in the capital of, or voting securities or equity interests in, the Acquired Company’s capital stock, membership interests (C) securities or other equity interestsobligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire any shares in the capital of, or voting securities convertible into or exchangeable for such equity interests in, the Acquired Company, (D) restricted shares, membership interests deferred shares, share-based performance units, share appreciation rights or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights “phantom” share awards with respect to any shares in the capital of, or voting securities or equity interests in, the Acquired Company. There are no voting trusts, proxies or derivative securities or other Contracts with respect rights that are linked to the voting value of the shares, membership interests equity or other equity interests the value of any the Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedulepart thereof or (E) bonds, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactionsdebentures, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests notes or other equity interests of Indebtedness having general voting rights (or convertible into securities having such rights) in the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing)Company.

Capitalization; Ownership. Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired CompanyExcept as set forth on Schedule 3.6(a), (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other Interests and the equity interests of each Acquired the Company. Each such holder owns such shares’s Subsidiaries are duly authorized, membership interests or other equity securitiesvalidly issued, in each casefully paid, non-assessable, free of preemptive rights and free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (Liens other than restrictions under federal, state and foreign applicable securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rightsLaws. There are no authorized or (i) outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any shares of such Acquired Company’s capital stockcharacter, membership interests Contracts, obligations convertible or exchangeable securities or other similar commitments, contingent or otherwise, relating to the equity interestsinterests of the Company or any of its Subsidiaries, (ii) outstanding Contracts of the Company or any of its Subsidiaries, their respective equityholders or any other Person to purchase, redeem or otherwise acquire any outstanding equity interests of the Company or any of its Subsidiaries, or securities or obligations of any kind convertible into any equity interests of the Company or exchangeable for such sharesany of its Subsidiaries, membership (iii) dividends which have accrued or been declared but are unpaid on the equity interests of the Company or equity interests. There are no any of its Subsidiaries, (iv) outstanding or authorized equity appreciation, phantom equitystock, stock plans, profit participation plans, profit units, equity plans or similar rights with respect to the Company or any Acquired Company. There are no of its Subsidiaries or the Business, and (v) voting trusts, proxies Contracts or other equityholder Contracts with respect relating to the voting management or equity of the sharesCompany or any of its Subsidiaries (other than their respective Governing Documents). Other than VES and GIPOP, the Company does not own, directly or indirectly, any capital stock, membership interests interest, partnership interest, joint venture interest or other equity interests of interest in any Acquired Person, and the Company or other Contracts regarding the equity any of its Subsidiaries are not subject to any Acquired Company with obligation or requirement to provide for or make any third partiesinvestment in any Person. Except as set forth on Section 3.2 Schedule 3.6(a), none of the Disclosure Schedulepartnership interests in GIPOP owned by the Company is subject to voting trust, no Acquired transfer restrictions or other similar arrangements that relate to the voting or control of such interest. None of the Company has or any of its Subsidiaries or owns any equity interests or capital stock is the subject of any other Person. Upon consummation of the Transactionsbankruptcy, Buyer will bedissolution, directly liquidation, reorganization or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing)similar proceeding.

Capitalization; Ownership. Section 3.2 Schedule 6.04 sets forth the number and type (and, where applicable, the “Participation Threshold” (as defined in the LLC Agreement)) of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized issued and outstanding capital stock or other ownership interests of each Acquired Company, Equity Interests in the Company and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securitiesEquity Interests, in each case, free and clear as of any Lien or the date hereof (including the Options), as well as any other restriction on rights that entitle any Person to share in the right to voteequity, sell profits, earnings, losses or otherwise dispose gains of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws)the Company. All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Equity Interests in the Company have been duly authorizedauthorized and validly issued and are fully paid, and are validly issued, fully paid were issued in compliance with all applicable state and nonassessable, federal securities Laws and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There Except as set forth on Schedule 6.04, there are no authorized or outstanding shares of capital stockoptions, membership interests warrants, convertible securities, subscription rights, conversion rights, exchange rights or other equity interests of agreements that require the Company to issue or sell any Acquired Company, Equity Interests (or securities convertible into or exchangeable for such shares, membership interests Equity Interests) or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation stock or similar rights with respect to the Company or any Acquired other rights that entitle any Person to share in the equity, profits, earnings, losses or gains of the Company. The Company is not subject to any obligation (contingent or otherwise) to redeem, repurchase or otherwise acquire or retire any of its Equity Interests that would survive the Closing. There are no voting trusts, proxies proxies, shareholder agreements or any other Contracts agreements or understandings with respect to the voting voting, sale or transfer of the shares, membership interests any shares or other equity interests of any Acquired Company or other Contracts regarding Equity Interests in the equity of any Acquired Company with any third partiesCompany, except for the LLC Agreement. Except as set forth on Section 3.2 in the LLC Agreement and except for the Options, there are no Contracts to which the Company or any of its Subsidiaries is a party or by which any of them are bound to pursuant to which the Disclosure ScheduleCompany or any of its Subsidiaries has an outstanding obligation to repurchase, redeem or otherwise acquire or dispose of any of its Equity Interests. Except as set forth in the LLC Agreement, no Acquired Company Person has any Subsidiaries right of first offer, right of first refusal, preemptive or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer similar right in connection with any future offer, sale or issuance of equity securities of the Debt Financing)Company or any of its Subsidiaries. None of the Equity Interests in the Company are certificated. True and complete copies of the organizational documents of the Company, including all amendments thereto, as presently in effect have been made available to Buyer.

Capitalization; Ownership. Section 3.2 4.02 of the Disclosure Schedule sets forth (a) the name and jurisdiction number of incorporation or organization authorized shares of each Acquired class of each Company’s equity interests, (b) the authorized number of issued and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired class of each Company. Each ’s equity securities and the number of issued and outstanding equity interests of each Company’s equity interests held by each record and beneficial owner of such holder owns such shares, membership equity interests or other equity securitiesand each director and officer of each of the Companies and their Subsidiaries, in each case, both prior to the Reorganization and subsequent to the consummation of the Reorganization. All of each Company’s equity interests have been duly authorized and validly issued and are fully paid and non-assessable, and were issued in compliance with all applicable state and federal securities Laws, such Company’s Governing Documents or any other contract or arrangement by and among each Company and any holder of equity interest of such Company or to which such Company is bound, including any applicable preemptive rights, are free and clear of any Lien or any other restriction restrictions on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests transfer (other than restrictions under applicable federal, state and foreign other securities laws). All Laws) and Liens (other than Permitted Liens) and is owned, beneficially and of record, by the Persons set forth on Section 4.02 of the issued Disclosure Schedule, in each case, both prior to the Reorganization and subsequent to the consummation of the Reorganization. Except as set forth on Section 4.02 of the Disclosure Schedule, there are no outstanding shares of capital stockoptions, membership interests warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements that require each Company to issue or sell any of its equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or its equity interests, . Seller Parties have made available to Buyer true and no options, warrants, rights, agreements or commitments to which any Acquired correct copies of the Company’s Governing Documents and true and correct copies of each Company’s current capitalization tables. Each Company is not obligated to repurchase, redeem or otherwise acquire any of its outstanding shares of capital stock or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. There are no bonds, debentures, notes or other indebtedness of any Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of securities of the Companies may vote. Each Company is not a party to, or which are binding upon such Acquired Company providing for otherwise subject to, any voting trust, proxy or other contract with respect to the issuance voting, repurchase, redemption, sale, transfer or redemption other acquisition or disposition of any its shares of such Acquired Company’s capital stock, membership interests stock or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing).

Capitalization; Ownership. Section 3.2 of the Disclosure Schedule sets forth (a) As of the name date hereof and jurisdiction of incorporation or organization of each Acquired Companyimmediately prior to the Pre-Closing Reorganization, (b) the authorized capital stock of the Company consists of 500 shares of Preferred Stock, $100 par value per share, none of which are issued or outstanding, 100 shares of Class A common stock, no par value per share, of which 76 shares are issued and outstanding capital stock or other ownership interests and 400 shares of each Acquired CompanyClass B common stock, no par value per share, of which 171 shares are issued and (c) the beneficial and holder of record of all outstanding. As of the date hereof and immediately prior to the Pre-Closing Reorganization, the issued and outstanding shares, membership interests or other equity interests shares of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free Class A common stock and clear of any Lien or any other restriction on Class B common stock collectively constitute the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state Shares and foreign securities laws). All represent all of the issued and outstanding shares of capital stockstock of the Company. No bonds, membership interests debentures, notes or other equity interests instruments or evidence of each Acquired indebtedness having the right to vote (or convertible into or exercisable or exchangeable for, securities having the right to vote) on any matters on which the holders of common stock of the Company may vote are issued or outstanding. As of the date hereof, all of the Shares have been duly authorized, authorized and are validly issued, fully paid and nonassessable, are owned by Stockholder, and have were issued in compliance with Applicable Law (including state and federal securities Laws or exemptions therefrom) and the organizational documents of the Company, and were not been issued in violation of any Organizational Document preemptive, subscription or other similar rights. As of the Closing Date, the Transferred Interests will have been duly authorized and will be validly issued, fully paid and nonassessable, will be owned by Holdco Seller, and will be issued in compliance with Applicable Law (including state and federal securities Laws or exemptions therefrom) and organizational documents of the Company, do not impose any obligation on Holdco Seller to make further payments for the purchase of the Transferred Interests by reason of its ownership of such membership interests, and were not issued in violation of any Acquired preemptive, subscription or other similar rights. Except for the Shares as of the date hereof and, after the Pre-Closing Reorganization, the Transferred Interests, the Company does not have any other equity securities, options, warrants, convertible or exchangeable securities or securities containing any equity features issued or outstanding, and, other than in connection with the Pre-Closing Reorganization, there are no agreements outstanding that provide for the sale or issuance of any equity securities, options, warrants, convertible or exchangeable securities or securities containing any equity features by the Company. Other than in connection with the Pre-Closing Reorganization, applicable Lawthere are no outstanding purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, stock appreciation rights, phantom stock plans, profit participation rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stockrefusal, membership interests subscription or other equity interests of any Acquired Companyright, commitment, arrangement or securities convertible into agreement that requires the Company to issue, sell or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments otherwise cause to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no become outstanding or authorized to acquire, repurchase or redeem equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting securities of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing)Company.

Capitalization; Ownership. Section 3.2 (a) Schedule 3.2(a) of the Seller Disclosure Schedule sets forth (ai) the name and jurisdiction of incorporation or organization of each Acquired Company, Company and (bii) the authorized holder of record and beneficial owner of all of the outstanding capital stock shares or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests stock or other equity ownership interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessablenon-assessable. Except as set forth in Schedule 3.2(a) of the Seller Disclosure Schedule, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There (i) there are no authorized authorized, issued or outstanding (A) shares of capital stockstock of, membership or voting securities or equity interests in, any of the Acquired Companies, (B) preemptive or other equity interests of any Acquired Companyoutstanding rights, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, conversion rights, agreements stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, puts, calls, commitments or commitments rights of any kind to which any Acquired Company is a party or by which are binding upon such any Acquired Company providing for the issuance is bound that obligate an Acquired Company to issue, sell, repurchase, redeem or redemption of otherwise acquire any shares of such capital stock of, or voting securities or equity interests in, an Acquired Company’s , (C) securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire any shares of capital stock of, or voting securities or equity interests in, an Acquired Company, or (D) shares of restricted stock, membership interests MASTER ACQUISITION AGREEMENT deferred stock, restricted stock units, stock-based performance units, stock appreciation rights or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights “phantom” stock awards with respect to any capital stock of, or voting securities or equity interests in, an Acquired Company. There are no voting trusts, proxies or derivative securities or other Contracts with respect rights that are linked to the voting value of the shares, membership interests equity or other equity interests the value of any an Acquired Company or other Contracts regarding the equity any part thereof and (ii) there are no outstanding obligations (contingent or otherwise) of any an Acquired Company with to repurchase, redeem or otherwise acquire any third parties. Except as set forth on Section 3.2 of the Disclosure Schedulesuch securities or to issue, no Acquired Company has deliver or sell, or cause to be issued, delivered or sold, any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing)such securities.

Capitalization; Ownership. Section 3.2 (a) Schedule 3.2(a) of the Seller Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record and beneficial owner of all of the outstanding shares, membership interests or other equity interests shares of each of the Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws)Companies. All of the issued and outstanding shares of capital stock, membership interests or other equity interests stock of each the Acquired Company Companies have been duly authorized, and are validly issued, fully paid and nonassessablenon-assessable and, and with respect to Mozy’s Subsidiaries, have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, allotted at a discount and no options, warrants, rights, agreements or commitments to which any such Acquired Company is a party or which are binding upon such Acquired Company providing for in the issuance or redemption process of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third partiesincreasing its issued share capital. Except as set forth on Section 3.2 in Schedule 3.2(a) of the Seller Disclosure Schedule, (i) there are no Acquired Company has any Subsidiaries authorized, issued or owns any outstanding (A) shares of capital stock of, or voting securities or equity interests (whether voting or capital stock of any other Person. Upon consummation of the Transactionsotherwise) in, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free (B) preemptive or other outstanding rights, options, warrants, conversion rights, redemption rights, repurchase rights, agreements, arrangements, puts, calls, commitments or rights of any kind to which the Acquired Companies are a party or by which the Acquired Companies are bound that obligate the Acquired Companies to issue, sell, repurchase, redeem or otherwise acquire any shares of capital stock of, or voting securities or equity interests in, the Acquired Companies, (C) securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire any shares of capital stock of, or voting securities or equity interests in, the Acquired Companies, or (D) shares of restricted stock, deferred stock, restricted stock units, stock-based performance units, stock appreciation rights, profits interests, or “phantom” stock awards with respect to any capital stock of, or voting securities or equity interests in, the Acquired Companies, or derivative securities or other rights that are linked to the value of the equity or the value of the Acquired Companies or any part thereof and clear there is no agreement, or obligation, to create or issue any such arrangement in favor of all Liens (other any person. The equity interests in each of the Acquired Companies have been issued in accordance with its respective governing documents from time to time in force and no transfers of shares in respect of an Acquired Company have been registered otherwise than Liens created by Buyer in connection accordance with its governing documents from time to time in force at such time. The Seller owns 100% of the Debt Financing)Shares. No shares in any Acquired Company have been issued pursuant to any bonus scheme and no shares are in the process of being issued pursuant to any such bonus scheme.

Capitalization; Ownership. Section 3.2 (a) Schedule 3.2(a) of the Seller Disclosure Schedule sets forth (ai) the name and jurisdiction of incorporation or organization of each Acquired CompanyCompany and each Joint Venture, (bii) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (ciii) the beneficial and holder of record and beneficial owner of all of the outstanding shares, membership interests shares or other equity ownership interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien Encumbrance or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests shares or other equity ownership interests, (iv) to the Knowledge of the Seller, the outstanding capital stock or other ownership interests of each Joint Venture, and (v) the amount of capital stock or other than restrictions under federal, state and foreign securities laws)ownership interests owned of record by the Seller Group in each Joint Venture. All of the issued and outstanding shares of capital stock, membership interests stock or other equity ownership interests of each Acquired Company have been duly authorized, and are validly issued, issued and fully paid and nonassessable, nonassessable and have are not been issued in violation of subject to any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There Except as set forth on Schedule 3.2(a) of the Seller Disclosure Schedule, there are no authorized or outstanding shares of capital stock, membership interests stock or other equity ownership interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests shares or equity ownership interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests stock or other equity ownership interests, or securities convertible into or exchangeable for such shares, membership interests shares or equity ownership interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except Other than as set forth on Section 3.2 in Schedule 3.2(a) of the Seller Disclosure Schedule, no Acquired Company and, to the Knowledge of the Seller, no Joint Venture, has any Subsidiaries direct or owns indirect equity ownership interest in any equity interests or capital stock of any other Person. Upon consummation of the TransactionsBusiness Entity, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests joint venture or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing)entity.