Common use of Capitalization and Valid Issuance of Purchased Common Units Clause in Contracts

Capitalization and Valid Issuance of Purchased Common Units. (a) As of the date of this Agreement, and prior to the issuance and sale of the Purchased Common Units, the issued and outstanding equity interests of the Company consist of 8,430,743 Common Units, 3,100,000 Subordinated Units, the General Partner Interest and the Incentive Distribution Rights. All of the outstanding Equity Interests have been duly authorized and validly issued in accordance with applicable Law and the Company Organizational Document and are fully paid (to the extent required by applicable Law and under the Company Organizational Document) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Company Organizational Law). (b) Other than the Company’s existing long-term incentive plan, the Company has no equity compensation plans that contemplate the issuance of Equity Interests (or securities convertible into or exchangeable for Equity Interests). The Company has no outstanding indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the Unitholders may vote. Except for Common Units and phantom Common Units issued pursuant to the Company’s existing long-term incentive plan, as contemplated by this Agreement or as are contained in the Company Organizational Document, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities, agreements, claims or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any equity interests in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such equity interests, (ii) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any equity interests in the Company or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which the Company or any of its Subsidiaries is a party with respect to the voting of the equity interests of the Company or any of its Subsidiaries. (i) All of the issued and outstanding equity interests of each of the Company’s Subsidiaries are owned, directly or indirectly, by the Company free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the Company’s or its Subsidiaries’ credit facilities filed as exhibits to the Company SEC Documents), and all such ownership interests have been duly authorized and validly issued and are fully paid (to the extent required by applicable Law and the organizational documents of the Company’s Subsidiaries, as applicable) and non-assessable (except as non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Company Organizational Law, the organizational documents of the Company’s Subsidiaries or the Delaware Limited Liability Company Act or any Laws of any other jurisdiction of organization of a Subsidiary of the Company, as applicable) and free of preemptive rights, with no personal liability attaching to the ownership thereof, and (ii) except as disclosed in the Company SEC Documents, neither the Company nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person. (d) The offer and sale of the Purchased Common Units and the interests represented thereby will be duly authorized by the Company pursuant to the Company Organizational Document prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by applicable Law and the Company Organizational Document) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Company Organizational Law) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Company Organizational Document, the Registration Rights Agreement and applicable state and federal securities Laws and other than such Liens as are created by the Purchasers. (e) The Purchased Common Units will be issued in compliance with all applicable rules of the Stock Exchange. The Company has submitted to the Stock Exchange a Notification Form: Listing of Additional Units with respect to the Purchased Common Units. The Company’s currently outstanding Common Units are quoted on the Stock Exchange and the Company has not received any notice of delisting. (f) The Purchased Common Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Company Organizational Document. A true and correct copy of the Partnership Agreement, as amended through the date hereof, has been filed by the Company with the Commission on October 5, 2006 as Exhibit 3.1 to the Company’s Form 8-K.

Capitalization and Valid Issuance of Purchased Common Units. (a) As of the date of this Agreement, and prior to the issuance and sale of the Purchased Common Units, the issued and outstanding equity membership interests of the Company Copano consist of 8,430,743 13,391,288 Common Units, 3,100,000 Units and 3,519,126 Subordinated Units, the General Partner Interest and the Incentive Distribution Rights. All of the outstanding Equity Interests Common Units and Subordinated Units have been duly authorized and validly issued in accordance with applicable Law and the Limited Liability Company Organizational Document Agreement and are fully paid (to the extent required by applicable Law and under the Limited Liability Company Organizational DocumentAgreement) and non-assessable nonassessable (except as such non-assessability nonassessability may be affected by Sections 17-303, 17Section 18-607 and 17-804 of the Delaware Limited Liability Company Organizational LawAct (the “Delaware LLC Act”). (b) Other than Copano’s Long-Term Incentive Plan (the Company’s existing long-term incentive plan“LTIP”), the Company Copano has no equity compensation plans that contemplate the issuance of Equity Interests Common Units (or securities convertible into or exchangeable for Equity InterestsCommon Units). The Company has no outstanding No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the Unitholders Copano’s unitholders may votevote is issued or outstanding. Except for Common Units and phantom Common Units issued pursuant to as set forth in the Company’s existing long-term incentive planfirst sentence of this Section 3.02(b), as contemplated by this Agreement Agreement, or as are contained in the Limited Liability Company Organizational DocumentAgreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls calls, or other rights, convertible securities, agreements, claims or commitments of any character obligating the Company Copano or any of its Subsidiaries to issue, transfer or sell any limited liability company interests or other equity interests in the Company interest in, Copano or any of its Subsidiaries or securities convertible into or exchangeable for such limited liability company interests or equity interests, (ii) obligations of the Company Copano or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited liability company interests or equity interests in the Company of Copano or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which the Company Copano or any of its Subsidiaries is a party with respect to the voting of the equity interests of the Company Copano or any of its Subsidiaries. (i) All of the issued and outstanding equity interests of each of the CompanyCopano’s Subsidiaries (other than Xxxx/Xxxxx Gatherers and Southern Dome, LLC) are owned, directly or indirectly, by the Company Copano free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the CompanyCopano’s or its Copano’s Subsidiaries’ credit facilities filed as exhibits to the Company Copano SEC Documents), and all such ownership interests have been duly authorized and authorized, validly issued and are fully paid (to the extent required by applicable Law and in the organizational documents of the CompanyCopano’s Subsidiaries, as applicable) and non-assessable (except as non-assessability nonassessability may be affected by Sections 17-303Section 6.07 of the Texas Revised Uniform Limited Partnership Act, 17Section 18-607 and 17-804 of the Company Organizational Law, the organizational documents of the Company’s Subsidiaries or the Delaware Limited Liability Company Act, Section 17-607 of the Delaware Revised Uniform Limited Partnership Act or any Laws the organizational documents of any other jurisdiction of organization of a Subsidiary of the CompanyCopano’s Subsidiaries, as applicable) and free of preemptive rights, with no personal liability attaching to the ownership thereof, and (ii) except as disclosed in the Company Copano SEC DocumentsDocuments and pursuant to the Amended and Restated Operating Agreement of Southern Dome, LLC dated August 1, 2005, neither the Company Copano nor any of its Subsidiaries owns own any shares of capital stock or other securities of, or interest in, any other Person, or is are obligated to make any capital contribution to or other investment in any other Person. (d) The offer and sale of the Purchased Common Units and the membership interests represented thereby will be thereby, have been duly authorized by the Company Copano pursuant to the Limited Liability Company Organizational Document prior to the Closing Agreement and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by applicable Law and the Limited Liability Company Organizational DocumentAgreement) and non-assessable nonassessable (except as such non-assessability nonassessability may be affected by Sections 17-303, 17Section 18-607 and 17-804 of the Company Organizational LawDelaware LLC Act) with no personal liability attaching to the ownership thereof, and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Limited Liability Company Organizational Document, the Registration Rights Agreement and under applicable state and federal securities Laws laws and other than such Liens as are created by the Purchasers. (e) Copano’s currently outstanding Common Units are quoted on The Nasdaq National Market. The Purchased Common Units will be issued in compliance with all applicable rules of the Stock ExchangeThe Nasdaq National Market. Copano has filed a supplemental listing application with The Company has submitted Nasdaq National Market to the Stock Exchange a Notification Form: Listing of Additional Units with respect to list the Purchased Common Units. The Company’s currently outstanding Common Units are quoted on the Stock Exchange and the Company has not received any notice of delisting. (f) The Purchased Common Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Company Organizational Document. A true and correct copy of the Partnership Agreement, as amended through the date hereof, has been filed by the Company with the Commission on October 5, 2006 as Exhibit 3.1 to the Company’s Form 8-K.

Capitalization and Valid Issuance of Purchased Common Units. (a) As of the date of this Agreement, and prior to the issuance and sale of the Purchased Common Units, the issued and outstanding equity interests of the Company consist of 8,430,743 4,495,000 Common Units, 3,100,000 Subordinated Units, the General Partner Interest and the Incentive Distribution Rights. All of the outstanding Equity Interests have been duly authorized and validly issued in accordance with applicable Law and the Company Organizational Document and are fully paid (to the extent required by applicable Law and under the Company Organizational Document) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Company Organizational Law). (b) Other than the Company’s existing long-term incentive plan, the Company has no equity compensation plans that contemplate the issuance of Equity Interests (or securities convertible into or exchangeable for Equity Interests). The Company has no outstanding indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the Unitholders may vote. Except for Common Units and phantom Common Units issued pursuant to the Company’s existing long-term incentive plan, as contemplated by this Agreement or as are contained in the Company Organizational Document, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities, agreements, claims or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any equity interests in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such equity interests, (ii) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any equity interests in the Company or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which the Company or any of its Subsidiaries is a party with respect to the voting of the equity interests of the Company or any of its Subsidiaries. (i) All of the issued and outstanding equity interests of each of the Company’s Subsidiaries are owned, directly or indirectly, by the Company free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the Company’s or its Subsidiaries’ credit facilities filed as exhibits to the Company SEC Documents), and all such ownership interests have been duly authorized and validly issued and are fully paid (to the extent required by applicable Law and the organizational documents of the Company’s Subsidiaries, as applicable) and non-assessable (except as non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Company Organizational Law, the organizational documents of the Company’s Subsidiaries or the Delaware Limited Liability Company Act or any Laws of any other jurisdiction of organization of a Subsidiary of the Company, as applicable) and free of preemptive rights, with no personal liability attaching to the ownership thereof, and (ii) except as disclosed in the Company SEC Documents, neither the Company nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person. (d) The offer and sale of the Purchased Common Units and the interests represented thereby will be duly authorized by the Company pursuant to the Company Organizational Document prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by applicable Law and the Company Organizational Document) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Company Organizational Law) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Company Organizational Document, the Registration Rights Agreement and applicable state and federal securities Laws and other than such Liens as are created by the Purchasers. (e) The Purchased Common Units will be issued in compliance with all applicable rules of the Stock Exchange. The Company has submitted to the Stock Exchange a Notification Form: Listing of Additional Units with respect to the Purchased Common Units. The Company’s currently outstanding Common Units are quoted on the Stock Exchange and the Company has not received any notice of delisting. (f) The Purchased Common Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Company Organizational Document. A true and correct copy of the Partnership Agreement, as amended through the date hereof, has been filed by the Company with the Commission on October 5, 2006 as Exhibit 3.1 to the Company’s Form 8-K.

Capitalization and Valid Issuance of Purchased Common Units. (a) As of the date of this Agreement, and prior to the issuance and sale of the Purchased Common Units, the issued and outstanding equity membership interests of the Company Constellation Energy consist of 8,430,743 16,056,952 Common Units, 3,100,000 Subordinated 273,305 Class A Units, Management Incentive Interests, Class D Interests and 3,371,219 Class F Units (each as defined in the General Partner Interest and the Incentive Distribution RightsLimited Liability Company Agreement). All of the outstanding Equity Common Units, Class A Units, the Management Incentive Interests, Class D Interests and Class F Units have been duly authorized and validly issued in accordance with applicable Law and the Limited Liability Company Organizational Document Agreement and are fully paid (to the extent required by applicable Law and under the Limited Liability Company Organizational DocumentAgreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 1718-607 and 1718-804 of the Delaware Limited Liability Company Organizational LawAct (the “Delaware LLC Act”). (b) Other than the CompanyConstellation Energy’s existing longLong-term incentive planTerm Incentive Plan, the Company Constellation Energy has no equity compensation plans that contemplate the issuance of Equity Interests Common Units or any other class of equity (or securities convertible into or exchangeable for Equity InterestsCommon Units or any other class of equity). The Company Constellation Energy has no outstanding indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the Unitholders may vote. Except for Common Units and phantom Common Units issued pursuant to as set forth in the Company’s existing long-term incentive planfirst sentence of this Section 3.02(b), as contemplated by this Agreement or as are contained in the Limited Liability Company Organizational DocumentAgreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities, agreements, claims or commitments of any character obligating the Company Constellation Energy or any of its Subsidiaries to issue, transfer or sell any limited liability company interests or other equity interests in the Company Constellation Energy or any of its Subsidiaries or securities convertible into or exchangeable for such limited liability company interests or other equity interests, (ii) obligations of the Company Constellation Energy or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited liability company interests or other equity interests in the Company Constellation Energy or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which the Company Constellation Energy or any of its Subsidiaries is a party with respect to the voting of the equity interests of the Company Constellation Energy or any of its Subsidiaries. (i) All of the issued and outstanding equity interests of each of the CompanyConstellation Energy’s Subsidiaries are owned, directly or indirectly, by the Company Constellation Energy free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the CompanyConstellation Energy’s or its Constellation Energy’s Subsidiaries’ credit facilities filed as exhibits to the Company Constellation Energy SEC Documents), and all such ownership interests have been duly authorized and validly issued and are fully paid (to the extent required by applicable Law and the organizational documents of the CompanyConstellation Energy’s Subsidiaries, as applicable) and non-assessable (except as non-assessability may be affected by Sections 17-303, 1718-607 and 1718-804 of the Company Organizational Law, Delaware LLC Act or the organizational documents of the CompanyConstellation Energy’s Subsidiaries or the Delaware Limited Liability Company Act or any Laws of any other jurisdiction of organization of a Subsidiary of the CompanySubsidiaries, as applicable) and free of preemptive rights, with no personal liability attaching to the ownership thereof, and (ii) except as disclosed in the Company Constellation Energy SEC Documents, neither the Company Constellation Energy nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person. (d) The offer and sale of the Purchased Common Units and the membership interests represented thereby will be duly authorized by the Company Constellation Energy pursuant to the Limited Liability Company Organizational Document Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by applicable Law and the Limited Liability Company Organizational DocumentAgreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 1718-607 and 1718-804 of the Company Organizational LawDelaware LLC Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Limited Liability Company Organizational DocumentAgreement, the Registration Rights Agreement and applicable state and federal securities Laws and other than such Liens as are created by the Purchasers. (e) The Purchased Common Units will be issued in compliance with all applicable rules of the Stock ExchangeNYSE Arca. The Company has submitted Prior to the Stock Exchange a Notification Form: Listing of Additional Units with respect to Closing Date, the Purchased Common UnitsUnits will have been approved for quotation on NYSE Arca subject to official notice of issuance. The CompanyConstellation Energy’s currently outstanding Common Units are quoted listed on the Stock Exchange NYSE Arca and the Company Constellation Energy has not received any notice of delisting. (f) The Purchased Common Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Limited Liability Company Organizational DocumentAgreement, as amended by the Amendment No. 3. A true and correct copy of the Partnership Limited Liability Company Agreement, as amended through the date hereofhereof (but excluding the Amendment No. 3), has been filed by the Company Constellation Energy with the Commission on October 5November 28, 2006 as Exhibit 3.1 to the CompanyConstellation Energy’s Current Report on Form 8-K, on April 24, 2007 as Exhibit 3.1 to Constellation Energy’s Current Report on Form 8-K and on July 26, 2007 as Exhibit 3.1 to Constellation Energy’s Current Report on Form 8-K.