Common use of Ownership of the Company Clause in Contracts

Ownership of the Company. The authorized capital stock of the Company consists of 1,500 shares of Company Stock, of which 200 are issued and outstanding, all of which are owned of record and beneficially by the Shareholders, free and clear of any and all Liens (as defined in Section 10.10). The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Company Stock are as set forth in the Certificate of Incorporation of the Company, as amended to the date hereof, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. All outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws. None of the outstanding securities of the Company have been issued in violation of any pre-emptive rights, rights of first refusal or similar rights applicable to the Company. No contract, commitment or undertaking of any kind has been made for the issuance of additional shares of capital stock or other securities of the Company, nor is there in effect or outstanding any subscription, option, warrant or other right to acquire any shares of the Company Stock or other instruments convertible into or exchangeable for such shares. There are no voting trust agreements or other contracts, agreements or arrangements restricting or otherwise relating to voting, dividend or other rights with respect to the Company's capital stock, except for such agreements that will be terminated prior to the Closing as set forth on SCHEDULE 3.5 hereto. The Company does not hold any shares of capital stock in its treasury. Upon delivery of the Company Shares to Buyer pursuant to the provisions of this Agreement, Buyer will acquire good, valid and marketable title to the Company Shares, free and clear of any and all Liens. All transfer taxes imposed by law in connection with sale, transfer and delivery of the Company Shares to Buyer have been paid.

Ownership of the Company. The authorized capital stock All of the Membership Interests of the Company consists of 1,500 shares of Company Stock, of which 200 are issued and outstanding, all of which are owned of record and beneficially by the ShareholdersOwners, free and clear of any and all Liens (as defined in Section 10.10)Liens. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Company Stock Company's membership interests are as set forth in the Certificate certificate of Incorporation formation of the CompanyCompany or its limited liability company agreement, in each case, as amended to the date hereof, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws, except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the enforcement of creditors' rights generally or (ii) general principles of equity, whether considered in a proceeding at law or in equity. All outstanding shares of capital stock the Membership Interests of the Company have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws. None of the outstanding securities Membership Interests of the Company have been issued in violation of any pre-emptive rights, rights of first refusal or similar rights applicable to the Companyrights. No contract, commitment or undertaking of any kind has been made for the issuance of additional shares of capital stock membership interests or other securities of the Company, nor is there in effect or outstanding any subscription, option, warrant or other right to acquire any shares of the Company Stock such membership interests or other instruments convertible into or exchangeable for such sharesmembership interests. There are no voting trust agreements or other contracts, agreements or arrangements restricting or otherwise relating to voting, dividend or other rights with respect to the Company's capital stock, except for such agreements that will be terminated prior to the Closing as set forth on SCHEDULE 3.5 hereto. The Company does not hold any shares of capital stock in its treasurymembership interests. Upon delivery of the Company Shares Membership Interests to Buyer pursuant to the provisions of this Agreement, Buyer will acquire good, valid and marketable title to the Company SharesMembership Interests, free and clear of any and all Liens. All transfer taxes imposed by law in connection with the sale, transfer and delivery of the Company Shares Membership Interests to Buyer have been paidor will be paid by the Owners.

Ownership of the Company. The authorized capital stock of the Company consists of 1,500 200,000 shares of Company Common Stock, of which 200 107,941 are issued and outstanding, all of which are owned of record and beneficially by the ShareholdersTrust, free and clear of any and all Liens (as defined in Section 10.10)Liens. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Company Common Stock are as set forth in the Certificate of Incorporation of the Company, as amended to the date hereof, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. All outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws. None of the outstanding securities of the Company have been issued in violation of any pre-emptive rights, rights of first refusal or similar rights applicable to the Companyrights. No contract, commitment or undertaking of any kind has been made for the issuance of additional shares of capital stock or other securities of the Company, nor is there in effect or outstanding any subscription, option, warrant or other right to acquire any shares of the Company Common Stock or other instruments convertible into or exchangeable for such shares. There are no voting trust agreements or other contracts, agreements or arrangements restricting or otherwise relating to voting, dividend or other rights with respect to the Company's capital stock, except for such agreements that will be terminated prior to the Closing . Except as set forth on in SCHEDULE 3.5 hereto. The 3.5, the Company does not hold any shares of capital stock in its treasury. Upon delivery of the Company Shares to Buyer pursuant to the provisions of this Agreement, Buyer will acquire good, valid and marketable title to the Company Shares, free and clear of any and all Liens. All transfer taxes imposed by law in connection with sale, transfer and delivery of the Company Shares to Buyer have been paidwill be paid as of the Closing.

Ownership of the Company. The Company and the Shareholders represent and warrant that the authorized capital stock of the Company consists of 1,500 shares an unlimited number of Company Stockcommon shares, of which 200 which, at the time of Closing, 300 are issued and outstanding, all of which are owned of record and beneficially by the ShareholdersShareholders as described in SCHEDULE "1.1(a)", who have good and marketable title therero, free and clear of any and all Liens (as defined in Section 10.10)Liens. The designations, powers, preferences, rights, qualificationsconditions, limitations and restrictions in respect of each class and series of authorized capital of the Company Stock are as set forth in the Certificate Articles of Incorporation of the Company, as amended to the date hereof, and all such designations, powers, preferences, rights, qualificationsconditions, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. All outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws. None of the outstanding securities of the Company have been issued in violation of any pre-emptive rights, rights of first refusal or similar rights applicable and are not now nor shall be subject to the Companyany such pre-emptive rights, rights of first refusal or similar rights. No contract, commitment or undertaking of any kind has been made for the issuance of additional shares of capital stock or other securities of the Company, nor is there in effect or outstanding any subscription, option, warrant or other right to acquire any shares of the Company Stock or other instruments convertible into or exchangeable for such shares. There are no voting trust agreements or other contracts, agreements or arrangements restricting or otherwise relating to voting, dividend or other rights with respect to the Company's capital stock, except for such agreements that will be terminated prior to the Closing as set forth on SCHEDULE 3.5 heretocapital. The Company does not hold any shares of capital stock in its treasury. Upon delivery of the Company Shares to Buyer Lineo pursuant to the provisions of this Agreement, Buyer Lineo will acquire good, valid and marketable title to the Company Shares, free and clear of any and all Liens. All transfer taxes imposed by law in connection with sale, transfer and delivery of the Company Shares to Buyer have been paid.