Common use of Capitalization and Ownership Clause in Contracts

Capitalization and Ownership. The authorized and outstanding capital stock of the Company (including without limitation all voting securities) (the "Capital Stock") and its par value per share, if any, is as set forth on Schedule 2.1(b) hereto. Each person listed on Schedule 2.1(b) is the lawful owner of that number of the issued and outstanding shares of capital stock of the Company set forth opposite such person's name, free and clear of any restrictions upon transfer except as indicated in Schedule 2.1(b), all of which restrictions shall be removed no later than the Closing Date. The shares of Capital Stock set forth on Schedule 2.1(b) constitute all of the shares of capital stock of the Company and all such shares have been duly authorized and are validly issued, fully paid and nonassessable, and to the best of the knowledge and belief of the Company and the Selling Shareholders, have been issued in compliance with all applicable federal and state securities laws. There are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or other commitments, plans, agreements, or arrangements of any nature under which the Company or the Selling Shareholder may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of capital stock of the Company, and there are no shareholders' agreements to which the Company or the Selling Shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by the Company or the Selling Shareholders or to which the Capital Stock is subject. There are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Company obligating the Company or the Selling Shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Common Stock for the shares of the Company's Capital Stock, as set forth herein, Purchaser shall acquire good and marketable title to the shares of Capital Stock of the Company, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature. The Company has satisfied all of its obligations to all current and past shareholders, and none of such current or past shareholders has any claims, or any basis therefor, against the Company arising out of or relating to obligations of the Company to such current or past shareholders. None of the shares of the Company's Capital Stock was issued pursuant to awards, grants, or bonuses.

Capitalization and Ownership. The authorized and outstanding capital stock of the Company (including without limitation all voting securities) (the "Capital Stock") Purchaser and its par value per share, if any, is as set forth on Schedule 2.1(b2.2(b) hereto. Each person listed on Schedule 2.1(b2.2(b) is the lawful owner of that number of the issued and outstanding shares of capital stock of the Company Purchaser set forth opposite such person's name, free and clear of any restrictions upon transfer except as indicated in Schedule 2.1(b), all of which restrictions shall be removed no later than the Closing Datetransfer. The shares of Capital Common Stock set forth on Schedule 2.1(b2.2(b) constitute all of the shares of capital stock of the Company Purchaser issued and all such shares outstanding and have been duly authorized and are validly issued, fully paid and nonassessable, and to the best of the knowledge and belief of the Company and the Selling ShareholdersPurchaser, have been issued in compliance with all applicable federal and state securities laws. There Except as provided in this Agreement, there are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or other commitments, plans, agreements, or arrangements of any nature under which the Company Purchaser or the Selling Shareholder its shareholders may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of capital stock of the CompanyPurchaser, and there are no shareholders' agreements to which the Company Purchaser or the Selling Shareholders its shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by the Company or the Selling Shareholders Purchaser or to which the Capital Common Stock is subject. There are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Company Purchaser obligating the Company or Purchaser or, to the Selling Shareholders best knowledge of Purchaser, its shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Common Stock in exchange for the shares of the Company's Capital Stock, as set forth herein, Purchaser the Selling Shareholders shall acquire good and marketable title to the shares of Capital Stock of the CompanyCommon Stock, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature. The Company has satisfied all of its obligations to all current and past shareholders, and none of such current or past shareholders has any claims, or any basis therefor, against the Company arising out of or relating to obligations of the Company to such current or past shareholders. None of the shares of the Company's Capital Stock was issued pursuant to awards, grants, or bonusesnature imposed by Purchaser except as set forth in this Agreement.

Capitalization and Ownership. The authorized and outstanding capital stock of the Company (including without limitation all voting securities) (the "Capital Stock") and its par value per share, if any, is as set forth on Schedule 2.1(b) hereto. Each person listed on Schedule 2.1(b) is the lawful owner of that number of the issued and outstanding shares of capital stock of the Company set forth opposite such person's name, free and clear of any restrictions upon transfer except as indicated in Schedule 2.1(b), all of which restrictions shall be removed no later than the Closing Date. The shares of Capital Stock (the "Company Shares") set forth on Schedule 2.1(b) constitute all of the shares of capital stock of the Company and all such shares have been duly authorized and are validly issued, fully paid and nonassessable, and to the best of the knowledge Knowledge and belief of the Company and the Selling Company Shareholders, have been issued in compliance with all applicable federal and state securities laws. There are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or other commitments, plans, agreements, or arrangements of any nature under which the Company or the Selling Company Shareholder may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of capital stock of the Company, and there are no shareholders' agreements to which the Company or the Selling Company Shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by the Company or the Selling Company Shareholders or to which the Capital Stock is Company Shares are subject. There are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Company obligating the Company or the Selling Company Shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Common Stock for the shares of the Company's Capital Stock, as set forth herein, Purchaser shall acquire good and marketable title to the shares of Capital Stock of the Company, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature. The Company has satisfied all of its obligations to all current and past shareholders, and none of such current or past shareholders has any claims, or any basis therefor, against the Company arising out of or relating to obligations of the Company to such current or past shareholders. None of the shares of the Company's Capital Stock was issued pursuant to awards, grants, or bonuses.