Common use of Capitalization; Ownership Clause in Contracts

Capitalization; Ownership. (a) The authorized capital stock of the Company consists of 500,000 shares of Company Common Stock, of which 62,500 shares are issued and outstanding (the "Company Shares"). The Company Shares are all of the issued and outstanding shares of capital stock of the Company and have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. There are not, as of the date hereof, any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments, or any other agreements of any character (any of the foregoing, a "Commitment") obligating the Company to issue any additional shares of capital stock of the Company, or any other securities convertible into or evidencing the right to subscribe for any shares of capital stock of the Company. The Company Stockholders own the respective number of shares of Company Common Stock set forth on Schedule 3.2(a) attached hereto, free and clear of all Liens other than restrictions imposed by applicable securities laws. Each of the Company Stockholders has full legal right, power and authority to exchange, assign and transfer or cause to be exchanged, assigned or transferred their respective shares of Company Common Stock. The delivery to IES of the Company Shares pursuant to the terms of this Agreement will transfer valid title thereto, free and clear of all Liens other than restrictions imposed by applicable securities laws. No Company Stockholder has or will have appraisal or similar rights as a result of the consummation of the transactions contemplated by this Agreement. (b) The authorized capital stock of each of the Subsidiaries consists of the number and type of shares of capital stock set forth on Schedule 3.2(b) (collectively, "Subsidiary Stock"). Schedule 3.2(b) also sets forth the number and type of shares of Subsidiary Stock which are issued and outstanding (collectively, "Subsidiary Shares"), the securities of any other corporation owned by the Company or any of the Subsidiaries, as well as the names of any joint venture, partnership or other noncorporate entity in which the Company or any of the Subsidiaries is a participant. The Subsidiary Shares are all of the issued and outstanding shares of capital stock of the Subsidiaries and are directly or ultimately owned by the Company, free and clear of any Liens other than restrictions imposed by applicable securities laws, and have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Also set forth on Schedule 3.2(b) is a listing of all names under which the Company and the Subsidiaries have done business within the five (5) year period ending on the date of this Agreement, as well as the names of all predecessors of the Company and the Subsidiaries, including the names of any entities from whom the Company or the Subsidiaries previously acquired significant assets within the five (5) year period ending on the date of this Agreement. There are, as of the date hereof, no Commitments obligating any of the Subsidiaries to issue any additional shares of capital stock of any such Subsidiaries, or any other securities convertible into or evidencing the right to subscribe for any shares of capital stock of any such Subsidiary.

Capitalization; Ownership. (a) The As of the date hereof and immediately prior to the Pre-Closing Reorganization, the authorized capital stock of the Company consists of 500,000 500 shares of Company Common Preferred Stock, $100 par value per share, none of which are issued or outstanding, 100 shares of Class A common stock, no par value per share, of which 62,500 76 shares are issued and outstanding (and 400 shares of Class B common stock, no par value per share, of which 171 shares are issued and outstanding. As of the "Company Shares"). The Company date hereof and immediately prior to the Pre-Closing Reorganization, the issued and outstanding shares of Class A common stock and Class B common stock collectively constitute the Shares are and represent all of the issued and outstanding shares of capital stock of the Company. No bonds, debentures, notes or other instruments or evidence of indebtedness having the right to vote (or convertible into or exercisable or exchangeable for, securities having the right to vote) on any matters on which the holders of common stock of the Company and may vote are issued or outstanding. As of the date hereof, all of the Shares have been duly authorized and are validly issued and are issued, fully paid and nonassessable nonassessable, are owned by Stockholder, and free were issued in compliance with Applicable Law (including state and federal securities Laws or exemptions therefrom) and the organizational documents of preemptive the Company, and were not issued in violation of any preemptive, subscription or other similar rights. There are notAs of the Closing Date, the Transferred Interests will have been duly authorized and will be validly issued, fully paid and nonassessable, will be owned by Holdco Seller, and will be issued in compliance with Applicable Law (including state and federal securities Laws or exemptions therefrom) and organizational documents of the Company, do not impose any obligation on Holdco Seller to make further payments for the purchase of the Transferred Interests by reason of its ownership of such membership interests, and were not issued in violation of any preemptive, subscription or other similar rights. Except for the Shares as of the date hereofhereof and, after the Pre-Closing Reorganization, the Transferred Interests, the Company does not have any outstanding or authorized subscriptionsother equity securities, options, warrants, convertible or exchangeable securities or securities containing any equity features issued or outstanding, and, other than in connection with the Pre-Closing Reorganization, there are no agreements outstanding that provide for the sale or issuance of any equity securities, options, warrants, convertible or exchangeable securities or securities containing any equity features by the Company. Other than in connection with the Pre-Closing Reorganization, there are no outstanding purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, stock appreciation rights, commitmentsphantom stock plans, profit participation rights, rights of first refusal, subscription or any other agreements of any character (any of the foregoingright, a "Commitment") obligating commitment, arrangement or agreement that requires the Company to issue any additional shares of capital stock issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity securities of the Company, or any other securities convertible into or evidencing the right to subscribe for any shares of capital stock of the Company. The Company Stockholders own the respective number of shares of Company Common Stock set forth on Schedule 3.2(a) attached hereto, free and clear of all Liens other than restrictions imposed by applicable securities laws. Each of the Company Stockholders has full legal right, power and authority to exchange, assign and transfer or cause to be exchanged, assigned or transferred their respective shares of Company Common Stock. The delivery to IES of the Company Shares pursuant to the terms of this Agreement will transfer valid title thereto, free and clear of all Liens other than restrictions imposed by applicable securities laws. No Company Stockholder has or will have appraisal or similar rights as a result of the consummation of the transactions contemplated by this Agreement. (b) The authorized capital stock of each As of the Subsidiaries consists of the number and type of shares of capital stock set forth on Schedule 3.2(b) (collectively, "Subsidiary Stock"). Schedule 3.2(b) also sets forth the number and type of shares of Subsidiary Stock which are issued and outstanding (collectively, "Subsidiary Shares")Closing Date, the securities of any other corporation owned by the Company or any of the Subsidiaries, as well as the names of any joint venture, partnership or other noncorporate entity in which the Company or any of the Subsidiaries is a participant. The Subsidiary Shares are Transferred Interests will represent all of the issued and outstanding shares of capital stock membership interests of the Subsidiaries and are directly or ultimately owned by the Company, free and clear of any Liens other than restrictions imposed by applicable securities laws, and have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Also set forth on Schedule 3.2(b) is a listing of all names under which the Company and the Subsidiaries have done business within the five (5) year period ending on the date of this Agreement, as well as the names of all predecessors of the Company and the Subsidiaries, including the names of any entities from whom the Company or the Subsidiaries previously acquired significant assets within the five (5) year period ending on the date of this Agreement. There are, as of the date hereof, no Commitments obligating any of the Subsidiaries to issue any additional shares of capital stock of any such Subsidiaries, or any other securities convertible into or evidencing the right to subscribe for any shares of capital stock of any such Subsidiary.

Capitalization; Ownership. (a) The authorized capital stock of the Company consists of 500,000 1,000,000 shares of Company Common Stock, Stock of which 62,500 10,000 shares are issued and outstanding (the "Company Shares"). The Company Shares are all of the issued and outstanding shares of capital stock of the Company and have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. There are not, as of the date hereof, any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments, or any other agreements of any character (any of the foregoing, a "Commitment") obligating the Company to issue any additional shares of capital stock of the Company, or any other securities convertible into or evidencing the right to subscribe for any shares of capital stock of the Company. The Company Stockholders own Stockholder owns the respective number of shares of Company Common Stock set forth on Schedule 3.2(a) attached hereto, free and clear of all Liens other than restrictions imposed by applicable securities laws(as defined in Section 10.16). Each of the The Company Stockholders Stockholder has full legal right, power and authority to exchange, assign and transfer or cause to be exchanged, assigned or transferred their respective his shares of Company Common Stock. The delivery to IES of the Company Shares pursuant to the terms of this Agreement will transfer valid title thereto, free and clear of all Liens other than restrictions imposed by applicable securities lawsLiens. No The Company Stockholder has does not or will not have appraisal or similar rights as a result of the consummation of the transactions contemplated by this Agreement. (b) The authorized capital stock of each of the Subsidiaries consists of the number and type of shares of capital stock set forth on Schedule 3.2(b) (collectively, "Subsidiary Stock"). Schedule 3.2(b) also sets forth the number and type of shares of Subsidiary Stock which are issued and outstanding (collectively, "Subsidiary Shares"), the securities of any other corporation owned by the Company or any of the Subsidiaries, as well as the names of any joint venture, partnership or other noncorporate entity in which the Company or any of the Subsidiaries is a participant. The Subsidiary Shares are all of the issued and outstanding shares of capital stock of the Subsidiaries and are directly or ultimately owned by the Company, free and clear of any Liens other than restrictions imposed by applicable securities lawsLiens, and have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Also set forth on Schedule 3.2(b) is a listing of all names under which the Company and the Subsidiaries have done business within the five (5) year period ending on the date of this Agreementbusiness, as well as the names of all predecessors of the Company and the Subsidiaries, including the names of any entities from whom the Company or the Subsidiaries previously acquired significant assets within the five (5) year period ending on the date of this Agreementassets. There are, as of the date hereof, no Commitments obligating any of the Subsidiaries to issue any additional shares of capital stock of any such Subsidiaries, or any other securities convertible into or evidencing the right to subscribe for any shares of capital stock of any such Subsidiary.

Capitalization; Ownership. (a) The As of the date hereof, the authorized capital stock of the Company consists of 500,000 of: (i) 170,000,000 shares of Company voting common stock, par value $0.01 per share (the “Voting Common Stock”), of which 62,500 29,522,915.63685380 shares are issued and outstanding as of the date hereof, (ii) 10,000,000 shares of non-voting common stock, par value $0.01 per share (the "“Non-Voting Common Stock” and, together with the Voting Common Stock, the “Common Stock”), of which 307,151.39254217 shares are issued and outstanding as of the date hereof, and (iii) 20,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding as of the date hereof. Section 3.3(a) of the Company Shares")Disclosure Schedule sets forth the number of shares of Common Stock reserved for issuance under the Company Stock Incentive Plan and the number of Company Options outstanding as of the date hereof. The Section 3.3(a) of the Company Shares are all Disclosure Schedule separately sets forth, for each Company Option outstanding as of the date hereof, (i) the holder’s name, (ii) the number of shares of Common Stock covered, and (iii) the exercise price per share of Common Stock. (b) All of the issued and outstanding shares of capital stock Common Stock have been, and all shares of Common Stock subject to issuance under the Company Stock Incentive Plan upon issuance on the terms and have been conditions specified therein will be, duly authorized and validly issued and are fully paid and nonassessable and free nonassessable. Except for the Stockholders’ Agreements, the Company Options, as set forth in Section 3.3(b) of preemptive rights. There are notthe Company Disclosure Schedule or as otherwise provided for in this Agreement, as of the date hereofof this Agreement there are not, and as of the Closing Date, there will not be, any shares of capital stock issued and outstanding or authorized securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or any subscriptions, options, warrants, calls, rights, commitments, commitments or any other agreements of any character (calling for the purchase or issuance of any securities of the foregoing, a "Commitment") obligating Company or requiring payments based on or related to the Company to issue value of any additional shares of capital stock securities of the Company, including any securities representing the right to purchase or otherwise receive any other securities convertible into of the Company. (c) Other than as set forth in Section 3.3(c) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or evidencing the right any of its subsidiaries to subscribe for repurchase, redeem or otherwise acquire any shares of capital stock of the Company. The Company Stockholders own the respective number of shares of Company Common Stock set forth on Schedule 3.2(a. (d) attached hereto, free and clear of all Liens other than restrictions imposed by applicable securities laws. Each of the Company Stockholders has full legal right, power and authority to exchange, assign and transfer or cause to be exchanged, assigned or transferred their respective shares holders of Company the Common Stock. The delivery to IES Stock listed in Section 3.3(d) of the Company Shares pursuant Disclosure Schedule (as such schedule may be updated from time to time prior to the terms of this Agreement will transfer valid title thereto, free Closing) is the record and clear of all Liens other than restrictions imposed by applicable securities laws. No Company Stockholder has or will have appraisal or similar rights as a result beneficial owner of the consummation shares of the transactions contemplated by this Agreement. (b) The authorized capital stock of each of the Subsidiaries consists of the number and type of shares of capital stock set forth Common Stock listed opposite such holder’s name on Schedule 3.2(b) (collectively, "Subsidiary Stock"). Schedule 3.2(b) also sets forth the number and type of shares of Subsidiary Stock which are issued and outstanding (collectively, "Subsidiary Shares"), the securities of any other corporation owned by the Company or any of the Subsidiaries, as well as the names of any joint venture, partnership or other noncorporate entity in which the Company or any of the Subsidiaries is a participant. The Subsidiary Shares are all of the issued and outstanding shares of capital stock of the Subsidiaries and are directly or ultimately owned by the Companysuch schedule, free and clear of any Liens other than restrictions imposed by applicable securities laws, Lien and have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Also set forth on Schedule 3.2(b) is a listing of all names under which the Company and the Subsidiaries have done business within the five (5) year period ending on the date of this Agreement, as well as the names of all predecessors of the Company and the Subsidiaries, including the names of any entities from whom the Company or the Subsidiaries previously acquired significant assets within the five (5) year period ending on the date of this Agreement. There are, as of the date hereof, no Commitments obligating any of the Subsidiaries to issue any additional shares of capital stock of any such Subsidiaries, or any other securities convertible into limitation or evidencing restriction (including any restriction on the right to subscribe for any shares vote, sell or otherwise dispose of capital stock such shares), and will transfer and deliver to Parent at the Closing via the Merger in accordance with this Agreement valid title to those shares, free and clear of any Lien and any such Subsidiarylimitation or restriction.