Common use of Capitalization of the Group Companies Clause in Contracts

Capitalization of the Group Companies. (a) The Common Stock comprises all of the Company’s authorized equity interests that are issued and outstanding. The Common Stock is all held beneficially and of record by Seller. The Preferred Units and the Midco Common Units comprise all of Midco’s authorized equity interests that are issued and outstanding. All of the Preferred Units are held beneficially and of record by Seller, and all of the Midco Common Units are held beneficially and of record by the Company. The Shares have been duly authorized and validly issued. Except for the Shares and the Midco Common Units, there are no outstanding (i) equity securities of the Company or Midco, (ii) securities of the Company or Midco convertible into or exchangeable for, at any time, equity securities of the Company or Midco and (iii) rights to acquire from the Company or Midco and no obligations of the Company or Midco to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company or Midco. Neither the Company nor Midco has at any time issued or granted, and there are no outstanding or authorized, options, warrants, rights to subscribe to, purchase rights, calls or commitments made by the Company or Midco containing any equity features, or Contracts, understandings or arrangements, compensatory equity or equity-linked interests with respect to the common stock, preferred stock or other capital stock of, or the common units or preferred units of, or other equity or voting interests in, the Company or Midco, including without limitation, any options, appreciation rights, restricted stock or stock unit awards, profits interests, restricted units, phantom equity or similar awards or rights. Schedule 4.4(a) sets forth a complete and accurate list of each award outstanding under the Shadow Equity Plan, including for each such award, the recipient, the grant date, and the number of points subject to such award.

Capitalization of the Group Companies. (a) The Common Stock comprises all of the Company’s authorized equity interests that are issued and outstanding. The Common Stock is all held beneficially and of record by Seller. The Preferred Units and the Midco Common Units comprise all of Midco’s authorized equity interests that are issued and outstanding. All of the Preferred Units are held beneficially and of record by Seller, and all of the Midco Common Units are held beneficially and of record by the Company. The Shares have been duly authorized and validly issued. Except for the Shares and the Midco Common Units, there are no outstanding (i) equity securities of the Company or Midco, (ii) securities of the Company or Midco convertible into or exchangeable for, at any time, equity securities of the Company or Midco and (iii) rights to acquire from the Company or Midco and no obligations of the Company or Midco to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company or Midco. Neither the Company nor Midco has at any time issued or granted, and there are no outstanding or authorized, options, warrants, rights to subscribe to, purchase rights, calls or commitments made by the Company or Midco containing any equity features, or Contracts, understandings or arrangements, compensatory equity or equity-linked interests with respect to the common stock, preferred stock or other capital stock of, or the common units or preferred units of, or other equity or voting interests in, the Company or Midco, including without limitation, any options, appreciation rights, restricted stock or stock unit awards, profits interests, restricted units, phantom equity or similar awards or rights. Schedule 4.4(a3.2(a) sets forth a complete and accurate list of each award outstanding under the Shadow Equity Plan, including for each such award, the recipient, the grant date, recipient and the number of points subject to such award.