Common use of Capitalization of the Group Companies Clause in Contracts

Capitalization of the Group Companies. (a) The authorized membership interests of the Company consist of an unlimited number of authorized Company Membership Interests. All of the issued and outstanding Company Membership Interests have been duly authorized and validly issued, and, as of the date hereof, are owned of record and beneficially as set forth on Schedule 3.2(a)(i) free and clear of any preemptive rights, restrictions on transfer and Liens, in each case other than Qualified Permitted Liens. As of the Closing Date, the Company Membership Interests will be owned of record and beneficially as set forth on Schedule 3.2(a)(ii) free and clear of any preemptive rights, restrictions on transfer and Liens, in each case other than Qualified Permitted Liens. Except as set forth on Schedule 3.2(a)(i) or Schedule 3.2(a)(ii), there are (x) no other equity securities of the Company, (y) no securities of the Company convertible into or exchangeable for equity securities of the Company, and (z) no agreements, arrangements, or other subscriptions, options, warrants, conversion rights, stock appreciation rights, “phantom” stock, stock units, calls, claims, rights of first refusal, rights (including preemptive rights), commitments, arrangements or agreements to which the Company is a party or by which it is bound in any case obligating the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, stock or other equity securities of the Company, or obligating the Company to grant, extend or enter into any such subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreement.

Capitalization of the Group Companies. (a) The authorized membership interests Section 3.2(a) of the Company consist Disclosure Schedules sets forth a true and complete statement as of an unlimited the date of this Agreement of (i) the number and class or series (as applicable) of authorized all of the Equity Securities of the Company Membership Interestsissued and outstanding and, (ii) the identity of the Persons that are the record and beneficial owners of more than 5% of the Equity Securities of the Company. All of the issued and outstanding Equity Securities of the Company Membership Interests have been duly authorized and validly issued, and, as . All of the date hereofoutstanding Company Shares are fully paid and non-assessable and there is no other capital stock of the Company outstanding. The Equity Securities of the Company (1) were not issued in violation of the Governing Documents of the Company or any other Contract to which the Company is party or bound, are owned of record and beneficially as set forth on Schedule 3.2(a)(i(2) free and clear were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions on transfer and Liens, in each case other than Qualified Permitted Liens. As of the Closing Date, the Company Membership Interests will be owned of record and beneficially as set forth on Schedule 3.2(a)(ii) free and clear or similar rights of any preemptive rightsPerson and (3) have been offered, restrictions on transfer sold and Liensissued in compliance with applicable Law, in each case other than Qualified Permitted Liensincluding Securities Laws. Except as set forth on Schedule 3.2(a)(i) or Schedule 3.2(a)(ii), there are The Company has no undisclosed outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the Company, and no other equity securities obligation of the Company, (y) no to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities of the Company convertible into or exchangeable for equity securities Equity Securities of the Company, and (zexcept as set forth in Section 3.2(a) no agreements, arrangements, or other subscriptions, options, warrants, conversion rights, stock appreciation rights, “phantom” stock, stock units, calls, claims, rights of first refusal, rights (including preemptive rights), commitments, arrangements or agreements to which the Company is a party or by which it is bound in any case obligating the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, stock or other equity securities of the Company, or obligating the Company to grant, extend or enter into any such subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreementDisclosure Schedules.

Capitalization of the Group Companies. (a) The authorized membership interests Section 3.2(a) of the Company consist Disclosure Schedules sets forth a true and complete statement as of an unlimited the date of this Agreement of the number and class or series (as applicable) of authorized all of the Equity Securities of the Company Membership Interestsissued and outstanding (or in jurisdictions which do not recognize such concept, issued and allotted). All of the issued and outstanding Equity Securities of the Company Membership Interests have been duly authorized and validly issued and properly allotted. All of the outstanding (or in jurisdictions which do not recognize such concept, issued and allotted) Company Shares are fully paid and non-assessable (in jurisdictions which recognize such concept). The issuance of Company Shares upon the exercise or conversion, as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in accordance with the terms of such Equity Securities against payment therefor, be duly authorized, validly issued, andproperly allotted, fully paid and non-assessable. The Equity Securities of the Company (1) were not issued in violation of the Governing Documents of the Company, the Shareholder Agreement, any other Contract to which the Company is party or bound and (2) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of (other than under the Governing Documents of the Company, the Shareholder Agreement or transfer restrictions under applicable Securities Laws) and were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person. Except for the Company Options set forth on Section 3.2(a) of the Company Disclosure Schedules, as of the date hereofhereof the Company has no outstanding options, are owned of record and beneficially as set forth on Schedule 3.2(a)(i) free and clear of any restricted stock, phantom stock, stock or equity appreciation rights, equity ownership interests or other equity, equity-based or similar rights in the Company, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, preemptive rights, restrictions on transfer and Liensrights of first refusal or first offer or other Contracts or commitments of any kind of any character, in each case other than Qualified Permitted Liens. As of the Closing Datewritten or oral, that would reasonably be expected to require the Company Membership Interests will be owned of record and beneficially as set forth on Schedule 3.2(a)(ii) free and clear of to issue, allot, sell, transfer, dispose or otherwise cause to become outstanding or to acquire, convert, repurchase, repay or redeem any preemptive rights, restrictions on transfer and Liens, in each case other than Qualified Permitted Liens. Except as set forth on Schedule 3.2(a)(i) or Schedule 3.2(a)(ii), there are (x) no other equity securities of the Company, (y) no securities Equity Securities of the Company or securities convertible into or exchangeable for equity securities Equity Securities of the Company, and (z) no agreements, arrangements, or other subscriptions, options, warrants, conversion rights, stock appreciation rights, “phantom” stock, stock units, calls, claims, rights of first refusal, rights (including preemptive rights), commitments, arrangements or agreements to which the Company is a party or by which it is bound in any case obligating the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, stock or other equity securities of the Company, or obligating the Company to grant, extend or enter into any such subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreement.

Capitalization of the Group Companies. (a) The authorized membership interests Section 3.2(a) of the Company consist Disclosure Schedules sets forth a true and complete statement as of an unlimited the date of the Original Business Combination Agreement of (i) the number and class or series (as applicable) of authorized all of the Equity Securities of the Company Membership Interestsissued and outstanding and, (ii) the identity of the Persons that are the record and beneficial owners thereof. All of the issued and outstanding Equity Securities of the Company Membership Interests have been duly authorized and validly issued, and, as . All of the date hereofoutstanding Company Shares are fully paid and non-assessable and there is no other capital stock of the Company outstanding. The Equity Securities of the Company (1) were not issued in violation of the Governing Documents of the Company or the Company Shareholders Agreement or any other Contract to which the Company is party or bound, are owned of record and beneficially as set forth on Schedule 3.2(a)(i(2) free and clear were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions on transfer and Liens, in each case other than Qualified Permitted Liens. As of the Closing Date, the Company Membership Interests will be owned of record and beneficially as set forth on Schedule 3.2(a)(ii) free and clear or similar rights of any preemptive rightsPerson and (3) have been offered, restrictions on transfer sold and Liensissued in compliance with applicable Law, in each case other than Qualified Permitted Liensincluding Securities Laws. Except as set forth on Schedule 3.2(a)(i) or Schedule 3.2(a)(ii), there are The Company has no undisclosed outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the Company, and no other equity securities obligation of the Company, (y) no to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities of the Company convertible into or exchangeable for equity securities Equity Securities of the Company, and (z) no agreements, arrangements, or other subscriptions, options, warrants, conversion rights, stock appreciation rights, “phantom” stock, stock units, calls, claims, rights of first refusal, rights (including preemptive rights), commitments, arrangements or agreements to which the Company is a party or by which it is bound in any case obligating the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, stock or other equity securities of the Company, or obligating the Company to grant, extend or enter into any such subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreement.

Capitalization of the Group Companies. (a) The authorized membership interests At Closing (and after giving effect to the Reorganization), the Purchased Units and the Blocker Units will collectively comprise all Equity Interests of the Company consist of an unlimited number of authorized Company Membership Interests. All of the that are issued and outstanding Company Membership Interests outstanding, and the Purchased Units and the Blocker Units will have been duly authorized and validly issued, andfully paid, as of the date hereof, are owned of record and beneficially as set forth on Schedule 3.2(a)(i) issued free and clear of any preemptive rightsrights (except to the extent provided by applicable law), restrictions on transfer and Liens, in each case (other than Qualified Permitted Liens. As of the Closing Daterestrictions under applicable federal, the Company Membership Interests state and other securities Laws), and will be owned owned, beneficially and of record and beneficially as set forth on Schedule 3.2(a)(ii) record, by Sellers free and clear of any preemptive rights, restrictions on transfer and Liens, in each case all Liens (other than Qualified Permitted Liensrestrictions under applicable federal, state and other securities Laws). Schedule 3.2(a) sets forth all the Equity Interests of the Company issued and outstanding, reserved for issuance, or subject to Commitments immediately prior to consummation of the Reorganization. Except as set forth on Schedule 3.2(a)(i3.2(a) or Schedule 3.2(a)(ii)in connection with the Reorganization, there are no outstanding (xA) no other equity securities Equity Interests of the Company, (yB) no securities of the Company convertible into or exchangeable for equity securities for, at any time, Equity Interests of the Company, and (zC) no agreements, arrangements, or other subscriptions, options, warrants, conversion “phantom equity,” equity appreciation, participation or similar rights, stock appreciation rights, “phantom” stock, stock units, calls, claims, rights of first refusal, subscriptions or other rights (including preemptive rightsrights or rights of first refusal or offer), commitmentsconversion rights, arrangements anti-dilution rights, agreements or agreements to which the Company is a party or by which it is bound in any case other commitments obligating the Company to issue, deliverredeem, sellregister, purchasetransfer or sell any Equity Interests or equity equivalent rights, (D) obligations of the Company to repurchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, stock or other equity securities otherwise acquire any Equity Interests of the Company, or obligating (E) voting trusts, proxies, voting agreements, equityholder agreements or other agreements among the holders of Equity Interests of the Company with respect to grantthe voting or transfer of its Equity Interests. All of the outstanding Equity Interests of the Company have been offered, extend issued, sold and delivered in compliance with applicable Laws. There are no rights to have the Company’s Equity Interests registered for sale to the public in connection with the Laws of any jurisdiction. The Company does not have any outstanding bonds, debentures, notes or enter other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) on any such subscriptionmatter. As of immediately following the Closing, optionand after giving effect to the Transactions, warrantall of the Equity Interests of the Company will have been duly authorized and validly issued, conversion rightand issued in compliance with all applicable Laws without giving rise to preemptive rights of any kind, stock appreciation right, call, right, commitment, arrangement or agreementand all of the outstanding Equity Interests of the Company will be held beneficially and of record by the Buyer.