Common use of Capitalization and Ownership Clause in Contracts

Capitalization and Ownership. (a) The authorized and outstanding capital stock of the Company is set forth in Section 3.2 of the Disclosure Letter. Except as set forth in Section 3.2 of the Disclosure Letter, all of the Capital Stock is owned of record and beneficially by the Shareholders, free and clear of all liens, security interests, pledges, equities, proxies, claims, charges, adverse claims, mortgages, rights of first refusal, preemptive rights, restrictions, encumbrances, easements, covenants, conditions, licenses, options or title defects of any kind whatsoever (“Encumbrances”). (b) Except as set forth in Section 3.2 of the Disclosure Letter, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (c) The Capital Stock represents all of the issued and outstanding equity securities of the Company, and all of the outstanding Capital Stock is duly authorized, validly issued, fully paid, and non-assessable, was not issued in violation of the terms of any agreement or other understanding binding upon the Company, and was issued in compliance with all applicable laws and regulations. (d) The consummation of the transactions contemplated hereby will not cause any Encumbrances to be created or suffered on the Capital Stock, other than Encumbrances created or suffered by Buyer.

Capitalization and Ownership. (a) The authorized share capital of the Company consists solely of 10,000 ordinary shares, par value HKD1.00 per share, of which 1,000 ordinary shares are issued and outstanding (prior to the issuance of the Issued Stock as contemplated hereunder). The Company Stock is owned beneficially and of record by Seller and constitutes one hundred percent (100%) of the issued and outstanding capital stock of the Company is set forth in Section 3.2 (prior to the issuance of the Disclosure LetterIssued Stock as contemplated hereunder). Except as set forth in Section 3.2 All of the Disclosure Letteroutstanding shares of Company Stock have been, and when issued all of the Capital shares of Issued Stock is owned shall be, duly authorized, validly issued and fully paid and nonassessable. All of record the outstanding shares of Company Stock were issued, and beneficially by when issued all of the Shareholdersshares of Issued Stock shall have been issued, free in compliance with all applicable federal and clear local securities Laws. None of all liensthe outstanding securities of the Company have been, security interestsand when issued none of the shares of Issued Stock shall have been, pledges, equities, proxies, claims, charges, adverse claims, mortgagesissued in violation of any pre-emptive rights, rights of first refusalrefusal or similar rights applicable to the Company. Other than the agreement relating to the issuance of the Issued Stock hereunder, preemptive rightsno contract, restrictions, encumbrances, easements, covenants, conditions, licenses, options commitment or title defects undertaking of any kind whatsoever (“Encumbrances”). (b) Except as set forth in Section 3.2 of the Disclosure Letter, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis has been made for the assertion issuance of a claim by any Person to the effect that such Person is entitled to acquire or receive any additional shares of capital stock or other securities of the Company. (c) The Capital Stock represents all , nor is there in effect or outstanding any subscription, option, warrant or other right to acquire any shares of capital stock of the issued and Company or other instruments convertible into or exchangeable for such shares. There are no outstanding equity securities contracts or other agreements of the Company, Seller, the Shareholders or any other Person to purchase, redeem or otherwise acquire any outstanding shares of the Company Stock. There are no outstanding or authorized stock appreciation, phantom stock, stock plans or similar rights with respect to the Company. 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 capital stock of the Company. The Company has not, in the past ten (10) years prior to the date hereof, purchased, redeemed or otherwise acquired any shares of capital stock, units or other equity interests of the Company. The Company holds no shares of capital stock in its treasury. Upon delivery of the Acquired Stock to Buyer pursuant to the provisions of this Agreement, Buyer will acquire good, valid and marketable title to the Acquired Stock, free and clear of any and all Liens, Taxes and capital duties. There are no declared dividends or accrued but unpaid dividends (whether or not declared) in respect of any of the outstanding Capital Stock is duly authorizedcapital stock, validly issued, fully paid, and non-assessable, was not issued in violation units or other equity interests of the terms Company. No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any agreement nature or other understanding binding upon kind with respect to any capital stock (including options, warrants or debt convertible into shares, options or warrants) of the Company has given rise to any claim or action by any Person that is enforceable against the Company, any Subsidiary, the Shareholders or Buyer, and was no fact or circumstance exists that could give rise to any such right, claim or action. No Subsidiary has issued in compliance with all applicable laws and regulationsany options, warrants or other rights to acquire any of its capital stock. (d) The consummation of the transactions contemplated hereby will not cause any Encumbrances to be created or suffered on the Capital Stock, other than Encumbrances created or suffered by Buyer.

Capitalization and Ownership. (a) The authorized and outstanding capital stock All of the Company is set forth in Section 3.2 of the Disclosure Letter. Except as set forth in Section 3.2 of the Disclosure Letter, all of the Capital Stock is Membership Interests are owned of record and beneficially by the ShareholdersSeller, free and clear of any Liens. All of the Membership Interests have been duly authorized and are validly issued, fully paid and nonassessable. The Membership Interests were issued and granted in compliance with (i) all liensapplicable securities Laws and (ii) the Company’s Organizational Documents and any Contract to which the Seller or the Company is a party. There are not, security interestsnor have there ever been, pledgesany preemptive rights or rights of first refusal with respect to the issuance of the Membership Interests. Other than the Membership Interests, equitiesthe Company does not have outstanding any other Equity Interests. (b) There are no (a) existing Contracts, subscriptions, options, phantom equity rights, equity appreciation rights, warrants, calls, commitments or rights of any character to purchase or otherwise acquire from any Seller Party or the Company at any time, or upon the happening of any stated event, any Company Securities, whether or not presently issued or outstanding, (b) Equity Interests of the Company that are convertible into or exchangeable for Company Securities, or (c) Contracts, subscriptions, options, warrants, calls or rights to purchase or otherwise acquire from the Company any such convertible or exchangeable securities. (c) Other than the Organizational Documents of the Company, there are no (i) voting agreements, voting trusts, proxies, claimsor other agreements or understandings with respect to the Membership Interests, chargesor (ii) arrangements or understandings relating to the registration, adverse claims, mortgages, sale or transfer (including agreements relating to rights of first refusal, preemptive “co-sale” rights or “drag-along” rights, restrictions, encumbrances, easements, covenants, conditions, licenses, options or title defects ) of any kind whatsoever (“Encumbrances”). (b) Except as set forth in Section 3.2 of the Disclosure Letter, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (c) The Capital Stock represents all of the issued and outstanding equity securities of the Company, and all of the outstanding Capital Stock is duly authorized, validly issued, fully paid, and non-assessable, was not issued in violation of the terms of any agreement or other understanding binding upon the Company, and was issued in compliance with all applicable laws and regulationsSecurity. (d) The consummation of Except for each Subsidiary set forth on Schedule 5.3, the transactions contemplated hereby will Company does not cause own or control, directly or indirectly, any Encumbrances to be created or suffered on the Capital Stockmembership interest, partnership interest, joint venture interest, other than Encumbrances created equity or suffered by Buyerownership interest or any other capital stock of any Person.

Capitalization and Ownership. (a) As of the date hereof: (i) The authorized and Shares represent 100% of the outstanding capital stock of the Company is set forth in Section 3.2 of the Disclosure LetterCompany. Except as set forth in Section 3.2 of the Disclosure Letter, all of the Capital Stock is owned of record There are no other issued and beneficially by the Shareholders, free and clear of all liens, security interests, pledges, equities, proxies, claims, charges, adverse claims, mortgages, rights of first refusal, preemptive rights, restrictions, encumbrances, easements, covenants, conditions, licenses, options or title defects of any kind whatsoever (“Encumbrances”). (b) Except as set forth in Section 3.2 of the Disclosure Letter, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) Company and no outstanding security, instrument commitments or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) contract under which the Company is or may become obligated Contracts to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (cii) There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, call rights, preemptive rights, other Contracts or commitments or securities of the Company outstanding which upon conversion or exchange could require the Company to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights, plans or arrangements of the Company. The Company is not a party to any voting trust or other Contract with respect to the voting, redemption, sale, issuance, transfer or other disposition of the Shares and, to the Seller’s Knowledge, no such trust or other Contract exists. (iii) The Capital Stock represents all Shares have been duly authorized, are legally and validly issued, fully paid and non-assessable and have not been issued in violation of any preemptive or similar rights. (iv) Seller is the only holder of record and beneficial owner of the Shares and holds good and valid title to the Shares, free and clear of all Encumbrances. (b) As of the Closing Date: (i) The Membership Interests shall represent 100% of the limited liability company membership interests of the Company. There shall be no other issued and outstanding equity securities of the Company and no outstanding commitments or Contracts to issue any securities of the Company. (ii) There shall be no outstanding or authorized options, and all warrants, purchase rights, subscription rights, conversion rights, exchange rights, call rights, preemptive rights, other Contracts or commitments or securities of the Company outstanding Capital Stock is which upon conversion or exchange could require the Company to issue, sell or otherwise cause to become outstanding any of the Membership Interests. There shall be no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights, plans or arrangements of the Company. The Company shall not be a party to any voting trust or other Contract with respect to the voting, redemption, sale, issuance, transfer or other disposition of the Membership Interests and, to the Seller’s Knowledge, no such trust or other Contract exists. (iii) The Membership Interests shall have been duly authorized, legally and validly issued, fully paid, paid and non-assessable, was free and clear of all Encumbrances and shall not have been issued in violation of the terms of any agreement preemptive or other understanding binding upon the Company, and was issued in compliance with all applicable laws and regulationssimilar rights. (div) The consummation Seller shall be the only holder of record and beneficial owner of the transactions contemplated hereby Membership Interests and shall hold good and valid title to the Membership Interests, free and clear of all Encumbrances. At Closing, Buyer will acquire good and valid title to the Membership Interests, free and clear of all Encumbrances. (v) Except as set forth on Section 3.4(b)(v) of the Disclosure Schedule, the Company shall have no Subsidiaries and shall not cause own an equity interest in any Encumbrances to be created or suffered on other Person, in each case, as of the Capital Stock, other than Encumbrances created or suffered by BuyerClosing.

Capitalization and Ownership. (a) The authorized and outstanding capital stock of the Company is set forth in Section 3.2 consists of: (i) 100,000,000 shares of Company Common Stock, of which 20,293,732 shares have been issued and are outstanding as of the Disclosure Letterdate of this Agreement, (ii) 10,000,000 shares of Company Preferred Stock, of which no shares are outstanding and (iii) 109,000 shares of Company Common Stock are held by Company in its treasury. Except All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Companies. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right created by a Company Contract, none of the outstanding shares of Company Common Stock is subject to any right of first refusal under a Company Contract, and except as set forth in Section 3.2 on Schedule 2.3(b) of the Company Disclosure LetterSchedule or in the Voting Agreements, all there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Capital Stock Acquired Companies is owned under any obligation, 9 or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of record and beneficially by the Shareholders, free and clear of all liens, security interests, pledges, equities, proxies, claims, charges, adverse claims, mortgages, rights of first refusal, preemptive rights, restrictions, encumbrances, easements, covenants, conditions, licenses, options or title defects of any kind whatsoever (“Encumbrances”)Company Common Stock. (b) As of the date of this Agreement, (i) 971,667 shares of Company Common Stock are reserved for future issuance pursuant to stock options (each, a "Company Option") and restricted stock awards, of which 736,911 shares of Company Common Stock are subject to Company Stock Options that have been granted and are outstanding under the Company Stock Option Plan. Section 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee, (ii) the number of shares of Company Common Stock subject to such Company Option, (iii) the exercise price of such Company Option, (iv) the date on which such Company Option was granted, (v) the applicable vesting schedules, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement, and (vi) the date on which such Company Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which Company has ever granted stock options, and the forms of all stock option agreements evidencing such options. (c) Except as set forth in Section 3.2 2.3(b) of the Company Disclosure LetterSchedule, there is no: (i) Company Contract in respect of any outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; , (ii) Company Contract in respect of any outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; , or (iii) contract stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or . (ivd) condition or circumstance that may give rise to or provide a basis for the assertion All outstanding shares of a claim by any Person to the effect that such Person is entitled to acquire or receive any Company Common Stock, all outstanding Company Options and all outstanding shares of capital stock or membership interests, as applicable, of each Subsidiary of Company have been issued and granted in compliance with (i) all applicable securities Laws and other securities of the Companyapplicable Law and (ii) all requirements set forth in applicable Contracts, except, in each case, where non-compliance does not have, and is not reasonably likely to have, a Company Material Adverse Effect. (ce) The Capital Stock represents all of the issued and outstanding equity securities of the Company, and all All of the outstanding Capital Stock is shares of capital stock or membership interests, as applicable, of the companies identified in Section 2.1(a) of the Company Disclosure Schedule have been duly authorized, validly issued, and, with respect to shares of capital stock, are fully paidpaid and nonassessable, and non-assessableare owned beneficially and of record by Company, was not issued in violation of the terms free and clear of any agreement or other understanding binding upon the Company, and was issued in compliance with all applicable laws and regulationsEncumbrances. (d) The consummation of the transactions contemplated hereby will not cause any Encumbrances to be created or suffered on the Capital Stock, other than Encumbrances created or suffered by Buyer.

Capitalization and Ownership. (a) The authorized capital stock of the Company consists solely of 1,000 shares of common stock, par value $0.01 per share, of which only the Shares are issued and outstanding. Seller is the sole owner, whether of record or beneficially, of the Shares, free and clear of all Liens, and the Shares constitute the only issued and outstanding capital stock of the Company. There are no shareholder agreements, buy-sell agreements, voting trusts, or other agreements or understandings to which Seller or the Company is set forth a party or to which it is bound relating to any Shares, all such agreements previously in Section 3.2 effect having been terminated on or prior to the date hereof. All of the Disclosure LetterShares were duly authorized and validly issued and are fully paid and non-assessable and without restriction on the right of transfer thereof. Except as set forth in Section 3.2 for Buyer’s rights pursuant to this Agreement, (i) there are no issued and outstanding (A) securities of the Disclosure LetterCompany other than the Shares, all of the Capital Stock is owned of record and beneficially by the Shareholders(B) warrants, free and clear of all liensoptions, security interestspreemptive rights, pledgespurchase rights, equitiessubscription rights, proxiesconversion rights, claims, charges, adverse claims, mortgagesexchange rights, rights of first refusal, preemptive or other rights, restrictions, encumbrances, easements, covenants, conditions, licenses, options Contracts or title defects of commitments (contingent or otherwise) with respect to any kind whatsoever (“Encumbrances”). (b) Except as set forth in Section 3.2 securities of the Disclosure LetterCompany, there is no: or (iC) outstanding subscriptionstock appreciation, optionstock option plans, callstock bonus plans, warrant phantom stock, profit participation, or right (whether or not currently exercisable) similar rights with respect to acquire any shares of the capital stock Shares or other securities of the Company; , and there is no agreement or arrangement, whether or not yet fully performed, which would result in the creation of any of the foregoing, and (ii) outstanding security, instrument or obligation that neither Seller nor the Company is subject to or may become convertible into subject to any obligation to issue, grant, sell, enter into, deliver, redeem, or exchangeable for otherwise transfer, acquire, or retire the Shares or any shares of the capital stock or other securities of the Company; (iii) contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities . All of the Company. (c) The Capital Stock represents all of the Shares have been issued in accordance with applicable federal and outstanding equity state securities of the CompanyLaws and were not, and all of the outstanding Capital Stock is duly authorized, validly when issued, fully paid, and non-assessable, was not issued in violation of the terms of subject to any agreement or other understanding binding upon the Company, and was issued in compliance with all applicable laws and regulations. (d) unwaived preemptive rights. The consummation of the transactions contemplated hereby will by this Agreement are not cause subject to any Encumbrances to be created or suffered on the Capital Stock, other than Encumbrances created or suffered by Buyerpreemptive rights.

Capitalization and Ownership. (a) The authorized and outstanding capital stock of each of the Company Companies is set forth in Section 3.2 of the Disclosure Letter. Except as set forth in Section 3.2 of the Disclosure Letter, all All of the Capital Stock is owned of record and beneficially by the ShareholdersStockholder, free and clear of all liens, security interests, pledges, equities, proxies, claims, charges, adverse claims, mortgages, rights of first refusal, preemptive rights, restrictions, encumbrances, easements, covenants, conditions, licenses, options or title defects of any kind whatsoever (“Encumbrances”). (b) Neither of the Companies has issued options (the “Options”) to purchase shares of its capital stock. (c) Except as set forth in Section 3.2 of the Disclosure Letter, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of either of the CompanyCompanies; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of either of the CompanyCompanies; (iii) contract under which either of the Company Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of either of the CompanyCompanies. (cd) The Capital Stock represents all of the issued and outstanding equity securities of the CompanyCompanies, and all of the outstanding Capital Stock is duly authorized, validly issued, fully paid, and non-assessable, was not issued in violation of the terms of any agreement or other understanding binding upon the CompanyStockholder or either of the Companies, and was issued in compliance with all applicable federal and state securities or “blue-sky” laws and regulations. (de) The consummation of the transactions contemplated hereby will not cause any Encumbrances to be created or suffered on the Capital Stock, other than Encumbrances created or suffered by Buyer.