Other Representations and Warranties of the Company. The Company hereby represents and warrants that the execution and delivery of this Deposit Agreement, and the issuance and any subsequent transfer of the Preferred Shares or Receipts in accordance with this Deposit Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the charter or the by-laws of the Company, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Company is a party or by which it is bound. This Deposit Agreement is enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally.
Other Representations and Warranties of the Company. The Company hereby represents and warrants to CIVC, the Co-Investors and the Rollover Investors as follows: As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of (a) 300,000 shares of Class A Voting Common, of which 134,069.318 shares will be issued and outstanding, (b) 200,000 shares of Class A Non-Voting Common, of which no shares will be issued and outstanding, (c) 31,000 shares of Class A-1 Voting Common, of which 30,930.682 shares will be issued and outstanding, (d) 50,000 shares of Class L Common, of which 30,000 shares will be issued and outstanding and (e) 100,000 shares of Redeemable Common, of which no shares will be issued and outstanding. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable. Except as disclosed on Schedule 4.5, there are no voting agreements and no outstanding warrants, options, preemptive or other similar rights, agreements, subscriptions, convertible or exchangeable securities or other commitments pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or any of its Subsidiaries and no equity securities of the Company or any of its Subsidiaries are reserved for issuance for any purpose.
