Common use of Capitalization; Structure; No Investments Clause in Contracts

Capitalization; Structure; No Investments. (a) The entire authorized capital stock of the Company is 1,000 shares of no par value Common Stock, of which 150 shares are issued and outstanding and all are owned by the Stockholder. Except as disclosed in Stockholder Disclosure Schedule 2.2(a)(1), all of the issued and outstanding Shares have been duly and validly issued and are fully paid and nonassessable, free of preemptive rights and are owned by the Stockholder. There are outstanding (1) no other shares of capital stock or other voting securities of the Company, (2) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (3) no options, warrants or other rights to acquire from the Company (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (4) no equity equivalents, interests in the ownership or earnings of the Company (including stock appreciation or phantom stock rights) or other similar rights (with the securities listed in clauses (1) through (4) referred to collectively as the "Company's Securities"), and (5) no outstanding obligations of the -------------------- Company to repurchase, redeem or otherwise acquire any Company Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. Except as set forth in Stockholder Disclosure Schedule 2.2(a)(1), no decision has been taken by the Stockholder to distribute profits or reserves or to repay capital, which still has to be executed, and no distribution will be made after the date hereof that will prevent accounting for the Stock Exchange as a pooling of interests. The Stockholder's Register, a copy of which is attached hereto as Stockholder Disclosure Schedule 2.2(a)(2), is true, accurate and complete. No depositary receipts have been issued against the Shares. (b) The Company has no Subsidiaries nor any equity investment of any kind in any corporation, partnership, limited liability company, joint venture or other legal entity.

Capitalization; Structure; No Investments. (a) The entire authorized capital stock of the Company is 1,000 shares of no par value Common Stock, with a nominal value of NLG 1,000.00 per share, of which 150 668 shares are issued and outstanding and all are owned by the StockholderStockholders in the amounts set forth on Schedule 1.1. Except as disclosed in Stockholder Disclosure Schedule 2.2(a)(1), all All of the issued and outstanding Shares have been duly and validly issued and are fully paid and nonassessable, free of preemptive rights and are owned by the StockholderStockholders. There Except as set forth on Schedule 2.2(a)(1), there are outstanding (1) no other shares of capital stock or other voting securities of the Company, (2) no securities of the Company or any of the Company Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (3) no options, warrants or other rights to acquire from the Company or any of the Company Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the Company Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (4) no equity equivalents, interests in the ownership or earnings of the Company or any of the Company's Subsidiaries (including stock appreciation or phantom stock rights) or other similar rights (with the securities listed in clauses (1) through (4) referred to collectively as the "Company's Securities"), -------------------- and (5) no outstanding obligations of the -------------------- Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. Except as set forth in Stockholder Disclosure Schedule 2.2(a)(1), no decision has been taken by the Stockholder Stockholders to distribute profits or reserves or to repay capital, which still has to be executed, and no distribution will be made after the date hereof that will prevent accounting for the Stock Exchange as a pooling of interests. The Stockholder's Stockholders' Register, a copy of which is attached hereto as Stockholder Disclosure Schedule 2.2(a)(2), is true, accurate and complete. No depositary receipts have been issued against the Shares. (b) The Except for the equity interests in its Subsidiaries owned by the Company, or as disclosed in Schedule 2.2(a)(2), the Company has no Subsidiaries nor any equity investment of any kind in any corporation, partnership, limited liability company, joint venture or other legal entity. The Company owns such equity interests free and clear of any liens, claims, charges, security interests, options or other legal or equitable encumbrances of any kind ("Liens"). All of such equity interests have been duly and validly issued and ----- are fully paid and non-assessable. There are no outstanding obligations, options, warrants or other rights of any kind to acquire equity interests in any of the Company's Subsidiaries.

Capitalization; Structure; No Investments. (a) The entire authorized capital stock of the Company is 1,000 500 shares of no par value Common Stock, with no par value, of which 150 500 shares are issued and outstanding and all are owned by the StockholderStockholders in the amounts set forth on Schedule 1.1. Except as disclosed in Stockholder Disclosure Schedule 2.2(a)(1), all All of the issued and outstanding Shares have been duly and validly issued and are fully paid and nonassessable, free of preemptive rights and are owned by the StockholderStockholders. There Except as set forth on Schedule 2.2(a)(1), there are outstanding (1) no other shares of capital stock or other voting securities of the Company, (2) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (3) no options, warrants or other rights to acquire from the Company (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (4) no equity equivalents, interests in the ownership or earnings of the Company (including stock appreciation or phantom stock rights) or other similar rights (with the securities listed in clauses (1) through (4) referred to collectively as the "Company's Securities"), and (5) no outstanding obligations of the -------------------- Company to repurchase, redeem or otherwise acquire any Company Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. Except as set forth in Stockholder Disclosure Schedule 2.2(a)(1), no decision has been taken by the Stockholder Stockholders to distribute profits or reserves or to repay capital, which still has to be executed, and no distribution will be made after the date hereof that will prevent accounting for the Stock Exchange as a pooling of interests. The StockholderCompany's Registerstock records, a copy of which is attached hereto as Stockholder Disclosure Schedule 2.2(a)(2), is true, accurate and complete. No depositary receipts have been issued against the Shares. (b) The Company has no Subsidiaries subsidiaries nor any equity investment of any kind in any corporation, partnership, limited liability company, joint venture or other legal entity. There are no outstanding obligations, options, warrants or other rights of any kind to acquire equity interests in any such entities.