Common use of Parent Capitalization Clause in Contracts

Parent Capitalization. (a) As of the date hereof, there are, and as of the Closing Date, there will be, 10 membership units issued and outstanding, all of which are owned by the Company. All of the issued and outstanding membership units of Parent were duly authorized for issuance and are validly issued, fully paid and non-assessable. (b) Except as set forth in Section 4.5(a) above, Parent has no authorized, issued and outstanding or reserved membership units and there is no existing option, warrant, call, right, or contract of any character to which Parent is a party requiring, and there are no securities of Parent outstanding which upon conversion or exchange would require, the issuance of any membership units of Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase membership units of Parent. Parent is not a party to any voting trust or other contract with respect to the voting, redemption, sale, transfer or other disposition of the membership units of Parent.