Common use of Capitalization; Title Clause in Contracts

Capitalization; Title. (a) The entire authorized, issued and outstanding capital stock or other ownership interests in each of the Corporations, and the record (or, as the case may be, legal title holder) and beneficial owner or owners thereof, are set forth in Schedule 4.2(a). All of the Stock of HWL and HAB is duly authorized, validly issued, fully paid and nonassessable. The shares of HGmbH are duly authorized, validly issued, fully paid and nonassessable. The Stock represents all of the outstanding ownership interests in the Corporations. Except as set forth on Schedule 4.2(a), the Stock is owned by Seller free and clear of any Liens or Restrictions. (b) Other than pursuant to this Agreement or as set forth in Schedule 4.2(b), there is no preemptive right, subscription right, option, warrant, call, proxy, voting trust, voting agreement, right, contract, agreement, commitment, understanding or arrangement with respect to the issuance, sale, delivery or transfer of any of the Stock, including any right of conversion or exchange under any security or other instrument. (c) Upon transfer of the Stock to Purchaser in accordance with the terms of Article II hereof, Purchaser will receive good title to the Stock free and clear of all Liens and Restrictions.