As of the Effective Date, the authorized capital stock of the Company consists of 700,000,000 shares of Common Stock with a total nominal value of €7,000,000.  Except as provided in the Articles of Association, no other party is entitled to any registration or similar rights, or any preemptive, subscription or similar rights, with respect to any Equity Securities of the Company.  All of the Shares outstanding as of the Effective Date shall have been duly authorized and validly issued and, immediately after giving effect to the Distributions, shall be free and clear of all Liens, other than Liens arising under this Agreement, the Lock-Up Agreement and applicable federal or state securities laws, Liens arising by or on behalf of a Shareholder with respect to Shares held by such Shareholder and, in the case of Shares held by Holdco Coop on behalf of the Partnership, Liens arising under the Partnership Agreement.