Common use of Capitalization of Borrower Clause in Contracts

Capitalization of Borrower. On the Closing Date, the capitalization of Borrower is as set forth on Schedule 6.12 hereto. All shares of Capital Stock of Borrower have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 6.12, no authorized but unissued or treasury shares of Capital Stock of Borrower are subject to any option, warrant, right to call or commitment of any kind or character. A complete and correct copy of each of the certificate of formation and the operating agreement of Borrower in effect on the Closing Date has been delivered to Administrative Agent. Except as set forth on Schedule 6.12, Borrower does not have any outstanding stock or securities convertible into or exchangeable for any shares of its Capital Stock, or any rights issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to any of its Capital Stock or any stock or securities convertible into or exchangeable for any of its Capital Stock (other than as set forth in the Organizational Documents of Borrower). Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any convertible securities, rights or options of the type described in the preceding sentence except for agreements the performance of which would not violate this Agreement. As of the Closing Date, all of the issued and outstanding shares of Capital Stock of Borrower are owned of record by the stockholders as set forth on Schedule 6.12 hereto.

Capitalization of Borrower. On the Closing Date, the capitalization of Borrower is as set forth on Schedule 6.12 hereto. All shares of Capital Stock of Borrower have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 6.12, no authorized but unissued or treasury shares of Capital Stock of Borrower are subject to any option, warrant, right to call or commitment of any kind or character. A complete and correct copy of each of the certificate of formation incorporation and the operating agreement by-laws of Borrower in effect on the Closing Date date of this Agreement has been delivered to Administrative Agent. Except as set forth on Schedule 6.12, Borrower does not have any outstanding stock or securities convertible into or exchangeable for any shares of its Capital Stock, or any rights issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to any of its Capital Stock or any stock or securities convertible into or exchangeable for any of its Capital Stock (other than as set forth in the Organizational Documents certificate of incorporation of Borrower). Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any convertible securities, rights or options of the type described in the preceding sentence except for agreements the performance of which would not violate this Agreement. As of the Closing Date, all of the issued and outstanding shares of Capital Stock of Borrower are owned of record by the stockholders as set forth on Schedule 6.12 hereto.

Capitalization of Borrower. On the Closing Date, the capitalization of Borrower is as set forth on Schedule SCHEDULE 6.12 hereto. All shares of Capital Stock of Borrower have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule SCHEDULE 6.12, no authorized but unissued or treasury shares of Capital Stock of Borrower are subject to any option, warrant, right to call or commitment of any kind or character. A complete and correct copy of each of the certificate of formation incorporation and the operating agreement by-laws of Borrower in effect on the Closing Date date of this Agreement has been delivered to Administrative Agent. Except as set forth on Schedule SCHEDULE 6.12, Borrower does not have any outstanding stock or securities convertible into or exchangeable for any shares of its Capital Stock, or any rights issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to any of its Capital Stock or any stock or securities convertible into or exchangeable for any of its Capital Stock (other than as set forth in the Organizational Documents certificate of incorporation of Borrower). Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any convertible securities, rights or options of the type described in the preceding sentence except for agreements the performance of which would not violate this Agreement. As of the Closing Date, all of the issued and outstanding shares of Capital Stock of Borrower are owned of record by the stockholders as set forth on Schedule SCHEDULE 6.12 hereto.