Common use of Capital Structure; Subsidiaries Clause in Contracts

Capital Structure; Subsidiaries. (a) Section 5.05(a) of the GSRP Disclosure Letter sets forth a correct and complete list as of the date hereof of the aggregate number of issued and outstanding membership interests in each of GSRP and OpCo, the owner of each such interest, the aggregate capital contributions made or deemed to be made to GSRP by such member and the capital account balance of such member. All of the outstanding membership interests in each of GSRP and OpCo are free and clear of all Liens other than those contained in the Organizational Documents of such Person or pursuant to Securities Laws. (b) Other than tax equity partnerships of the GSRP Entities and the Special Interest Member’s interest in OpCo, GSRP or a wholly owned Subsidiary thereof owns the entire equity interest in each Subsidiary of GSRP. (c) Other than as set forth in Section 5.05(c) of the GSRP Disclosure Letter, as contemplated by the Organizational Documents of the GSRP Entities (including the Amended GSRP LLC Agreement and the Amended OpCo LLC Agreement) or any tax equity partnership of the GSRP Entities, there are no outstanding securities, options, warrants, calls, or other similar rights, equity commitments, agreements, arrangements or undertakings (“Equity Rights”) (i) obligating any GSRP Entity to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any membership interests or any other equity interests in any GSRP Entity or any instruments or obligations convertible or exchangeable into or exercisable for any membership interests or any other equity interests in any GSRP Entity, (ii) giving any Person a right to subscribe for or acquire any membership interests or any other equity interests in any GSRP Entity or (iii) obligating any GSRP Entity to issue, grant, adopt or enter into any such Equity Right. There are no outstanding restricted shares, restricted share units, stock options, stock appreciation rights, performance shares, performance units, deferred stock units, contingent value rights, “phantom” stock or similar rights issued or granted by any GSRP Entity other than as set forth in Section 5.05(c) of the GSRP Disclosure Letter. (d) None of the GSRP Entities has any outstanding bonds, debentures, notes or other similar obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matter. Except as set forth in Section 5.05(d) of the GSRP Disclosure Letter or the Organizational Documents of the GSRP Parties, including the Amended GSRP LLC Agreement and Amended OpCo LLC Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which any GSRP Entity is a party with respect to the holding, voting, registration, redemption, repurchase or disposition, or that restricts the transfer of, any capital stock or other voting securities or equity interests of any GSRP Entity.

Capital Structure; Subsidiaries. (a) Section 5.05(a) The authorized capital stock of the GSRP Disclosure Letter sets forth a correct and complete list as Company consists of the date hereof 4,000 Ordinary Shares, each of the aggregate number of which were issued and outstanding membership interests in each as of GSRP date of this Agreement and OpCo, the owner of each such interest, the aggregate capital contributions made or deemed to be made to GSRP by such member and the capital account balance of such member2,295.478 CPECs. All of the outstanding membership interests in Shares have been duly authorized and are validly issued and, with respect to the Ordinary Shares, fully paid. Each of the outstanding shares of capital stock of each of GSRP the Company’s Subsidiaries is duly authorized, validly issued and OpCo are fully paid, is owned either directly or indirectly by the Company, free and clear of all Liens Encumbrances (other than those contained in the Organizational Documents of such Person or Encumbrances arising pursuant to Securities Laws. (bapplicable securities laws and this Agreement or resulting from the actions of Buyer or any of its Affiliates) Other than tax equity partnerships and as of the GSRP Entities and the Special Interest Member’s interest in OpCo, GSRP or a wholly owned Subsidiary thereof owns the entire equity interest in each Subsidiary date of GSRP. (c) Other than as set forth in Section 5.05(c) of the GSRP Disclosure Letter, as contemplated by the Organizational Documents of the GSRP Entities (including the Amended GSRP LLC Agreement and the Amended OpCo LLC this Agreement) or any tax equity partnership of the GSRP Entities, there are no other outstanding securitiesshares of capital stock or other securities of the Company or any of its Subsidiaries. There are no preemptive or other outstanding rights, depository receipts issued for any of the Shares, options, warrants, calls, or other similar conversion rights, equity commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings (“Equity Rights”) (i) obligating rights of any GSRP Entity to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any membership interests kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity interests in any GSRP Entity securities of the Company or any instruments of its Subsidiaries (or any securities or obligations convertible or exchangeable into or exercisable for any membership interests for, or any other equity interests in any GSRP Entity, (ii) giving any Person a right to subscribe for or acquire acquire, any membership interests securities of the Company or any other equity interests in any GSRP Entity of its Subsidiaries), and no securities or (iii) obligating any GSRP Entity to issueobligations evidencing such rights are authorized, grant, adopt or enter into any such Equity Right. There are no outstanding restricted shares, restricted share units, stock options, stock appreciation rights, performance shares, performance units, deferred stock units, contingent value rights, “phantom” stock or similar rights issued or granted by outstanding. The Company does not have outstanding any GSRP Entity other than as set forth in Section 5.05(c) of the GSRP Disclosure Letter. (d) None of the GSRP Entities has any outstanding bonds, debentures, notes or other similar obligations having the holders of which have the right to vote (or convertible into, or exchangeable into or exercisable for, for securities having the right to vote) with the shareholders of the Company on any matter. Except as set forth in . (b) Section 5.05(d3.2(b) of the GSRP Seller Disclosure Letter or the Organizational Documents Schedule sets forth as of the GSRP Partiesdate of this Agreement (i) each of the Subsidiaries and the ownership interest of the Company in each such Subsidiary, including as well as the Amended GSRP LLC Agreement ownership interest of any other Person or Persons in each such Subsidiary and Amended OpCo LLC Agreement(ii) the Company’s or its Subsidiaries’ capital stock, there are no stockholder agreements, voting trusts equity interest or other agreements direct or understandings to which indirect ownership interest in any GSRP Entity is other Person (other than securities in a party with respect to publicly traded company held for investment by the holding, voting, registration, redemption, repurchase Company or disposition, or that restricts any of its Subsidiaries and consisting of less than one percent of the transfer of, any outstanding capital stock or other voting securities or equity interests of any GSRP Entitysuch company). Seller has made available to Buyer a copy of the current organizational structure of the Company and its Subsidiaries.

Capital Structure; Subsidiaries. (a) As of the date hereof, the authorized capital stock of the Company consists of 34,710 issued and outstanding common shares of a single series. Except as set forth in Section 5.05(a3.4(a) of the GSRP Company Disclosure Letter sets forth a correct and complete list as Schedule, all of the date hereof of the aggregate number of issued and outstanding membership interests in each shares of GSRP and OpCo, the owner of each such interest, the aggregate capital contributions made or deemed to be made to GSRP by such member and the capital account balance of such member. All stock of the outstanding membership interests in each Company are duly authorized, validly issued, fully paid and non-assessable and free of GSRP preemptive rights, rights of first refusal or any similar rights and OpCo are owned free and clear of all Liens any Encumbrance by each of the Moneda Shareholders as set forth in Section 3.4(a) of the Company Disclosure Schedule. Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries directly or indirectly owns beneficially or of record any equity interest in any Person, other than those contained the Subsidiaries of the Company, and other than any such interest of any Person held in accordance with Applicable Law for investment purposes in the Organizational Documents ordinary course of such Person or pursuant to Securities Lawsbusiness. (b) Other than tax equity partnerships of the GSRP Entities and the Special Interest Member’s interest in OpCo, GSRP or a wholly owned Subsidiary thereof owns the entire equity interest in each Subsidiary of GSRP. (c) Other than as set forth in Section 5.05(c3.4(b) of the GSRP Company Disclosure Letter, as contemplated by the Organizational Documents of the GSRP Entities (including the Amended GSRP LLC Agreement and the Amended OpCo LLC Agreement) or any tax equity partnership of the GSRP EntitiesSchedule, there are no outstanding securities, options, warrants, calls, or other similar rights, equity commitments, agreements, arrangements or undertakings (“Equity Rights”) (i) obligating any GSRP Moneda Entity to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any membership interests shares or any other equity interests in any GSRP Moneda Entity or in any of their respective properties or assets or any instruments or obligations convertible or exchangeable into or exercisable for any membership interests Shares or any other equity interests in any GSRP EntityMoneda Entity or in any of their respective properties or assets, (ii) giving any Person a right to subscribe for or acquire any membership interests Shares or any other equity interests in any GSRP Moneda Entity or in any of their respective properties or assets or (iii) obligating any GSRP Moneda Entity to issue, grant, adopt or enter into any such Equity Right. There are no outstanding restricted shares, restricted share units, stock options, stock appreciation rights, performance shares, performance units, deferred stock units, contingent value rights, “phantom” stock or similar rights issued or granted by any GSRP Entity other than as set forth in Section 5.05(c) of the GSRP Disclosure Letter. (dc) None of the GSRP Moneda Entities has have outstanding any outstanding bonds, debentures, notes or other similar obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of the Moneda Entities on any matter. Except as set forth in Section 5.05(d3.4(c) of the GSRP Company Disclosure Letter or the Organizational Documents of the GSRP Parties, including the Amended GSRP LLC Agreement and Amended OpCo LLC Agreement, Schedule; (i) there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any GSRP Entity of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition, or that restricts the transfer of, any capital stock or other voting securities or equity interests of the Company and (ii) there are no stockholder agreements, voting trusts or other agreements or understandings to which such Moneda Shareholder is a party with respect to the holding, voting, registration, redemption, repurchase or disposition, or that restricts the transfer of, any GSRP capital stock or other voting securities or equity interests of the Company or (after the Closing) PIL. (d) Section 3.4(d) of the Company Disclosure Schedule, sets forth a correct and complete list, as of the date of this Agreement, of each Subsidiary of the Company, indicating the type of entity and jurisdiction of organization. Except as set forth in Section 3.4(d) of the Company Disclosure Schedule, the Company owns, directly or indirectly, all of the issued and outstanding equity interests in, and other securities of, each Subsidiary of the Company, free and clear of any Encumbrances. All of the issued and outstanding equity interests of each Subsidiary of the Company have been duly authorized and are validly issued, fully paid and non-assessable and are free of preemptive rights. Each Subsidiary of the Company (i) is duly organized and validly existing under the Laws of the jurisdiction of its formation, (ii) has the requisite power and authority necessary to carry on its respective Business substantially in the manner as it is now being conducted and to own, lease and operate all of its properties and assets and (iii) is duly qualified to do business in each jurisdiction in which it is conducting its business, or the operation, ownership or leasing of its properties and assets make such qualification necessary, except where the failure to be so qualified as would not, individually or in the aggregate, reasonably be expected be material to such Moneda Entity.

Capital Structure; Subsidiaries. (a) Section 5.05(a3.3(a) of the GSRP Seller Disclosure Letter Schedule sets forth a correct the following information for each Acquired Entity: (i) its name and complete list jurisdiction of organization or formation; (ii) the number of authorized shares or other Equity Interests as of the date hereof of hereof; and (iii) the aggregate number of issued and outstanding membership interests in each of GSRP and OpCoshares or other Equity Interests, the owner names of the holders thereof, and the number of shares or other Equity Interests held by each such interest, the aggregate capital contributions made or deemed to be made to GSRP by such member and the capital account balance of such memberholder. All of the issued and outstanding membership interests Equity Interests of each Acquired Entity have been duly authorized and validly issued, are fully paid and non-assessable, and have not been issued in each violation of GSRP and OpCo are free and clear not subject to, any preemptive rights, rights of all Liens other than those contained in the Organizational Documents of such Person first refusal or pursuant to Securities Laws. (b) Other than tax equity partnerships of the GSRP Entities and the Special Interest Member’s interest in OpCo, GSRP or a wholly owned Subsidiary thereof owns the entire equity interest in each Subsidiary of GSRP. (c) Other than similar rights. Except as set forth in on Section 5.05(c3.3(a) of the GSRP Seller Disclosure LetterSchedule, as contemplated by the Organizational Documents none of the GSRP Acquired Entities (including the Amended GSRP LLC Agreement has any Equity Interest authorized, issued or outstanding, and the Amended OpCo LLC Agreement) or any tax equity partnership of the GSRP Entities, there are no outstanding agreements, securities, options, warrants, callscall rights, commitments, undertakings, bonds, debentures, notes or other rights, arrangements or indebtedness existing or outstanding that provide a right to vote the Equity Interests of any Acquired Entity (or are convertible into, or exchangeable for, Equity Interests of any Acquiring Entity having the right to vote) or provide for the sale or issuance of any Equity Interest of any Acquired Entity (other similar than this Agreement and the Organizational Documents of the Acquired Entities). There are no outstanding rights, equity commitments, agreements, arrangements or undertakings (“of any kind obligating any Acquired Entity to repurchase, redeem or otherwise acquire any Equity Rights”)Interest of any Acquired Entity. (ib) obligating All of the outstanding Equity Interests of each Acquired Entity are owned of record or beneficially, directly or indirectly, by Seller. Prior to the Closing, except (if applicable) with respect to the Equity Interests in Hess Wilco Holdings, LLC (and hence the 56% WilcoHess Interests) conveyed separately to Buyer or an Affiliate of Buyer pursuant to Section 2.1, all of the outstanding Equity Interests of each Acquired Entity (other than the Acquired Company) shall be owned of record and beneficially, directly or indirectly, by the Acquired Company. (c) All of the outstanding Equity Interests of each Acquired Entity are free and clear of all Encumbrances, and free of any GSRP Entity to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any membership interests or any other equity interests in any GSRP Entity or any instruments or obligations convertible or exchangeable into or exercisable for any membership interests or any other equity interests in any GSRP Entity, (ii) giving any Person a restriction on the right to subscribe for vote, sell or acquire any membership interests or any other equity interests in any GSRP Entity or (iii) obligating any GSRP Entity to issue, grant, adopt or enter into any otherwise dispose of such Equity Right. There are no outstanding restricted sharesInterests, restricted share units, stock options, stock appreciation rights, performance shares, performance units, deferred stock units, contingent value rights, “phantom” stock or similar rights issued or granted by any GSRP Entity other than as set forth in Section 5.05(c) of the GSRP Disclosure Letterexcept for restrictions on transfer arising under applicable securities Laws. (d) None of the GSRP Entities has any outstanding bonds, debentures, notes or other similar obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matter. Except as set forth in on Section 5.05(d3.3(d) of the GSRP Seller Disclosure Letter Schedule and except as contemplated by this Agreement (including pursuant to Section 5.6), the Acquired Entities do not own or hold, directly or indirectly, any Equity Interest or voting interest in any Person or any right to acquire such interests. (e) The Acquired Company has not conducted any business prior to the date hereof. At Closing, the Acquired Company will have, no assets, liabilities or obligations of any nature other than (i) the Acquired Assets, Assumed Liabilities and the Equity Interests of the Acquired Entities (other than the Acquired Company) contributed pursuant to Section 5.6 hereof and (ii) any assets, liabilities or obligations incident to its formation and pursuant to this Agreement or the Organizational Documents of the GSRP Parties, including the Amended GSRP LLC Agreement and Amended OpCo LLC Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which any GSRP Entity is a party with respect to the holding, voting, registration, redemption, repurchase or disposition, or that restricts the transfer of, any capital stock or other voting securities or equity interests of any GSRP Entitytransactions contemplated hereby.

Capital Structure; Subsidiaries. (a) The authorized capital stock of Acquiror consists of 1,000,000,000 shares of Acquiror Common Stock and 10,000,000 shares of preferred stock. As of the date hereof, 105,882,114 shares of Acquiror Common Stock are issued and outstanding and no shares of preferred stock of Acquiror are issued and outstanding. Except as set forth in Section 5.05(a4.4(a) of the GSRP Acquiror Disclosure Letter sets forth a correct and complete list as Schedule, since the close of business on December 31, 2020 through the date hereof hereof, Acquiror has not issued any Acquiror Common Stock, preferred stock, or other equity securities, or any securities convertible into, or exchangeable or exercisable for, any shares of the aggregate number of issued and outstanding membership interests in each of GSRP and OpCoAcquiror Common Stock, the owner of each such interest, the aggregate capital contributions made preferred stock or deemed to be made to GSRP by such member and the capital account balance of such memberother equity securities. All of the issued and outstanding membership interests shares of capital stock of Acquiror have been duly authorized and validly issued, are fully paid and non-assessable, and have not been issued in each violation of GSRP and OpCo are free and clear not subject to, any preemptive rights, rights of all Liens other than those contained in the Organizational Documents first refusal, rights of such Person first offer or pursuant to Securities Lawssimilar rights. (b) Other than tax equity partnerships of the GSRP Entities and the Special Interest Member’s interest in OpCo, GSRP or a wholly owned Subsidiary thereof owns the entire equity interest in each Subsidiary of GSRP. (c) Other than Except as set forth in Section 5.05(c4.4(b) of the GSRP Acquiror Disclosure Letter, as contemplated by the Organizational Documents of the GSRP Entities (including the Amended GSRP LLC Agreement and the Amended OpCo LLC Agreement) or any tax equity partnership of the GSRP EntitiesSchedule, there are no outstanding securities, options, warrants, calls, or other similar rights, equity commitments, agreements, arrangements or undertakings (“Equity Rights”) Rights (i) obligating Acquiror or any GSRP Entity of its Subsidiaries to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any membership interests shares of capital stock or any other equity interests in Acquiror or any GSRP Entity of its properties or assets or any instruments or obligations convertible or exchangeable into or exercisable for any membership interests shares of capital stock or any other equity interests in Acquiror or any GSRP Entityof its Subsidiaries or in any of their respective properties or assets, (ii) giving any Person a right to subscribe for or acquire any membership interests shares of capital stock or any other equity interests in Acquiror or in any GSRP Entity of its properties or assets or (iii) obligating any GSRP Entity Acquiror to issue, grant, adopt or enter into any such Equity Right. There Except as set forth in Section 4.4(b) of the Acquiror Disclosure Schedule, there are no outstanding restricted shares, restricted share units, stock options, stock appreciation rights, performance shares, performance units, deferred stock units, contingent value rights, “phantom” stock or similar rights issued or granted by any GSRP Entity other than as set forth in Section 5.05(c) of the GSRP Disclosure LetterAcquiror or its Subsidiaries. (dc) None of the GSRP Entities Acquiror has any no outstanding bonds, debentures, notes or other similar obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of Acquiror on any matter. Acquiror does not have a stockholder rights plan, “poison pill” or similar arrangement that is currently effective or will be effective on the Closing Date. Except as set forth in Section 5.05(d4.4(c) of the GSRP Acquiror Disclosure Letter or the Organizational Documents of the GSRP Parties, including the Amended GSRP LLC Agreement and Amended OpCo LLC AgreementSchedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which any GSRP Entity Acquiror is a party with respect to the holding, voting, registration, redemption, repurchase or disposition, or that restricts the transfer of, any capital stock or other voting securities or equity interests of any GSRP EntityAcquiror. (d) Except as shown in Section 4.4(d) of the Acquiror Disclosure Schedule, Acquiror has no subsidiaries that constitute “significant subsidiaries” (as such term is defined under Rule 1-02(w) of the Exchange Act) as of the date of this Agreement.