Common use of Capitalization; Ownership Clause in Contracts

Capitalization; Ownership. (a) The statements in the Preamble regarding the ownership in the shares of the Group Companies are true and correct. As of Closing, VIA will be the sole shareholder of VIA GmbH. (b) There are no options, warrants, convertible securities, or other rights, agreements, arrangements or commitments relating to the capital of any of the Group Companies obligating any of the Group Companies to issue or sell, or make payments with respect to, the capital of any of the Group Companies. (c) All shares in any of the Group Companies are (i) validly issued and outstanding, fully paid and non-assessable, (ii) not subject to preemptive or any other similar rights of the shareholders of VIA or others, and (iii) are free and clear of any pledges, encumbrances, attachments or other third-party rights. (d) The contributions towards the shares in the Group Companies have been fully paid up and have not been repaid in whole or in part. There are no obligations of any of the shareholders in any of the Group Companies to make additional contributions or subsidiary payments or to refund any amounts paid. (e) The current articles of association of the Group Companies are included in Annex 3.12(e). No shareholders’ resolutions have been adopted which change or modify the articles of association of the Group Companies. (f) None of the Group Companies own any shares or participation in any other company or legal entity (other than the Group Companies) and none of the Group Companies has entered into the obligation to acquire such shares or participation. (g) No Group Company is party to any enterprise agreements within the meaning of §§ 291, 292 of the German Stock Corporation Act, any silent partnership agreements, or any similar agreements which would entitle a third party to participate in the profits or revenues or to exercise control of any of the Group Companies.