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. Except as set forth in Schedule 4.2 of the Disclosure Letter, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any of Company's 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 any of Company's Subsidiaries of any additional membership interests or other Capital Stock of any of Company's 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 any of Company's Subsidiaries. Schedule 4.2 of the Disclosure Letter correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date and indicates which Subsidiaries are First Tier Foreign Subsidiaries.

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. Except as set forth in Schedule on SCHEDULE 4.2 of to the Disclosure Letter, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of Company's 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 Company's its Subsidiaries of any additional membership interests or other Capital Stock of Company or any of Company's 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 Company's its Subsidiaries. Schedule SCHEDULE 4.2 of to the Disclosure Letter correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date and indicates which Subsidiaries are First Tier Foreign SubsidiariesDate.

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. Except as set forth in on Schedule 4.2 of the Disclosure Letter4.2, as of the date hereofClosing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of Company's its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of FIRST LIEN CREDIT AGREEMENT EXECUTION 58 its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of Company's its Subsidiaries of any additional membership interests or other Capital Stock of Company or any of Company's 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 Company's its Subsidiaries. Schedule 4.2 of the Disclosure Letter correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date and indicates which Subsidiaries are First Tier Foreign SubsidiariesDate.

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. Except as set forth in on Schedule 4.2 of the Disclosure Letter4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of Company's 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 Holdings or any of Company's its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of Company's 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 Holdings or any of Company's its Subsidiaries. Schedule 4.2 of the Disclosure Letter correctly sets forth the capitalization of Holdings and the ownership interest of Company Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both immediately before and indicates which immediately after giving effect to the Closing Date Acquisition. Schedule 4.2 also correctly sets for the officers and the members of the board of directors (or managers, as applicable) of Holdings and each of its Subsidiaries are First Tier Foreign Subsidiariesas of the Closing Date.

Capital Stock and Ownership. The Capital Stock of Company and each of Company and its the Guarantor Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth in on Schedule 4.2 of the Disclosure Letter4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of Company's the 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 Company's the Subsidiaries of any additional membership interests or other Capital Stock of Company or any of Company's the 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 Company's the Subsidiaries. Schedule 4.2 of the Disclosure Letter correctly sets forth the ownership interest of Company and each of its the Subsidiaries in their respective Subsidiaries as of the Closing Date. Schedule 4.2 further correctly sets forth as of the Closing Date the Joint Ventures in which the Company or any of the Subsidiaries has an interest, and indicates which Subsidiaries are First Tier Foreign Subsidiariesthe extent of such interest and the material agreements relating thereto.

Capital Stock and Ownership. The Capital Stock of Company and each of Company and its the Guarantor Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth in on Schedule 4.2 of the Disclosure Letter4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of Company's the 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 Company's the Subsidiaries of any additional membership interests or other Capital Stock of Company or any of Company's the 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 Company's the Subsidiaries. Schedule 4.2 of the Disclosure Letter correctly sets forth the ownership interest of Company and each of its the Subsidiaries in their respective Subsidiaries as of the Closing Date. Schedule 4.2 further correctly sets forth as of the Closing Date the Joint Ventures in which Company or any of the Subsidiaries has an interest, and indicates which Subsidiaries are First Tier Foreign Subsidiariesthe extent of such interest and the material agreements relating thereto.

Capital Stock and Ownership. The Capital Stock of each of the Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth in Schedule 4.2 of the Disclosure Letter, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any of the Company's ’s Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by any of the Company's ’s Subsidiaries of any additional membership interests or other Capital Stock of any of the Company's ’s 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 any of the Company's ’s Subsidiaries. Schedule 4.2 of the Disclosure Letter correctly sets forth the ownership interest of the Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date and indicates which Subsidiaries are First Tier Foreign Subsidiaries.

Capital Stock and Ownership. The Capital Stock of each of Company AcquisitionCo and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth in on Schedule 4.2 of the Disclosure Letter4.2, as of the date hereofClosing Date, there is no existing option, warrant, call, right, commitment or other agreement to which AcquisitionCo or any of Company's its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company AcquisitionCo or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by AcquisitionCo or any of Company's its Subsidiaries of any additional membership interests or other Capital Stock of AcquisitionCo or any of Company's 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 AcquisitionCo or any of Company's its Subsidiaries. Schedule 4.2 of the Disclosure Letter correctly sets forth the ownership interest of Company AcquisitionCo and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date and indicates which Subsidiaries are First Tier Foreign SubsidiariesDate.

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. Except as set forth in Schedule 4.2 of the Disclosure Letter, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any of Company's ’s 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 any of Company's ’s Subsidiaries of any additional membership interests or other Capital Stock of any of Company's ’s 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 any of Company's ’s Subsidiaries. Schedule 4.2 of the Disclosure Letter correctly sets forth the ownership interest of Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date and indicates which Subsidiaries are First Tier Foreign Subsidiaries.

Capital Stock and Ownership. The Capital Stock of each of the Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth in Schedule 4.2 of the Disclosure LetterSchedule attached hereto, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which the Company or any of Company's its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by the Company or any of Company's its Subsidiaries of any additional membership interests or other Capital Stock of the Company or any of Company's its Subsidiaries or other Securities securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of the Company or any of Company's its Subsidiaries. The Disclosure Schedule 4.2 of the Disclosure Letter correctly sets forth the ownership interest of the Company and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date and indicates which Subsidiaries are First Tier Foreign SubsidiariesDate.

Capital Stock and Ownership. The Capital Stock of each of Holding Company and its each of their respective Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth in on Schedule 4.2 of the Disclosure Letter4.2, as of the date hereofClosing Date, there is no existing option, warrant, call, right, commitment or other agreement to which any Holding Company or any of Company's its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of any Holding Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by any Holding Company or any of Company's its Subsidiaries of any additional membership interests or other Capital Stock of any Holding Company or any of Company's 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 any Holding Company or any of Company's its Subsidiaries. Schedule 4.2 of the Disclosure Letter correctly sets forth the ownership interest of each Holding Company and each of its their Subsidiaries in their respective Subsidiaries as of the Closing Date and indicates which Subsidiaries are First Tier Foreign SubsidiariesDate. 4.3.