All outstanding shares of capital stock of KEC has been duly and validly issued and are fully paid and non-assessable (other than any assessment on the shareholders of KEC that may be imposed as a matter of law) and are owned by Parent. KEC does not have outstanding any capital stock or other securities convertible into or exchangeable for its capital stock or any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock.