Common use of Capital Stock and Ownership Clause in Contracts

Capital Stock and Ownership. The Capital Stock of each of Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. As of the Closing Date, except as set forth on Schedule 4.2, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Acquisition.

Capital Stock and Ownership. The Capital Stock of each of Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. As of the Closing Date, except Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Acquisition.

Capital Stock and Ownership. The Capital Stock of each of Company Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessablenon‑assessable. As of the Closing Date, except Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company Holdings or any of its Subsidiaries outstanding which that upon conversion or exchange would require, the issuance by Company Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other additional Capital Stock of Company Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Closing Date Acquisition.

Capital Stock and Ownership. The Capital Stock of each of Company Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. As of the Closing Date, except Except as set forth on Schedule 4.2, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Company Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company Holdings or any of its Subsidiaries outstanding which that upon conversion or exchange would require, the issuance by Company Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other purchase additional Capital Stock of Company Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Acquisitiontransactions contemplated by the Credit Documents.

Capital Stock and Ownership. The Capital Stock of each of Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-non assessable. As of the Closing Date, except Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the AcquisitionTransactions.

Capital Stock and Ownership. The Capital Stock of each of Company Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. As of the Closing Date, except Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company Holdings or any of its Subsidiaries outstanding which that upon conversion or exchange would require, the issuance by Company Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other additional Capital Stock of Company Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Closing Date Acquisition.

Capital Stock and Ownership. The Capital Stock of each of Company Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. As of the Closing Date, except Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company Holdings or any of its Subsidiaries outstanding which that upon conversion or exchange would require, the issuance by Company Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other additional Capital Stock of Company Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date Date, both before and after giving effect to the Acquisitiontransactions contemplated by the Related Agreements to occur on the Closing Date.

Capital Stock and Ownership. The Capital Stock of each of Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. As of the Closing Date, except Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Acquisition.

Capital Stock and Ownership. The Capital Stock of each of Company Holding and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. As of the Closing Date, except Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company Holding or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company Holding or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company Holding or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company Holding or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company Holding or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company Holding and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Acquisition.

Capital Stock and Ownership. The Capital Stock of each of Company Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. As of the Closing Date, except Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the AcquisitionMerger, the related financings and other transactions contemplated by the Related Agreements to occur on the Closing Date.

Capital Stock and Ownership. The Capital Stock of each of Company Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. As of the Closing Date, except Except as set forth on Schedule 4.2, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Company Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company Holdings or any of its Subsidiaries outstanding which that upon conversion or exchange would require, the issuance by Company Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other purchase additional Capital Stock of Company Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Acquisitiontransactions contemplated by the Credit Documents. 4.3.

Capital Stock and Ownership. The Capital Stock of each of Company Holding and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. As of the Closing Date, except Except as set forth on Schedule 4.2, as of December 30, 2002, there is no existing option, warrant, call, right, commitment or other agreement to which Company Holding or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company Holding or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company Holding or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company Holding or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company Holding or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company Holding and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Acquisition.

Capital Stock and Ownership. The Capital Stock of each of Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. As of the Closing Date, except Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Acquisitiontransactions contemplated by the Credit Documents to take place on the Closing Date.