Common use of Capitalization of the Group Companies Clause in Contracts

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, a true and complete statement of (i) the number and class or series of all of the Equity Securities of each Group Company issued and outstanding and (ii) the identity of the Persons that are the legal and beneficial owners thereof. All of the Equity Securities of each Group Company have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of each Group Company (A) were not issued in violation of the Governing Documents of the Group Companies or any other Contract to which each Group Company is party or bound, (B) 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, (C) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies has 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 any Group Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Group Company. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, (as in effect as of the Capitalization Time, date hereof and as in effect immediately prior to Closing) sets forth a true and complete statement as of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group the Company and, on an “as issued basis” that are or will be issued and outstanding and outstanding, (ii) the identity of the Persons that are the legal record and beneficial owners thereofthereof and (iii) with respect to each grant of Company Class B Units, (A) the “Hurdle Amount”, and (B) the underlying number of Company Class B Units underlying the grant which shall have vested as of the Closing Date. The Equity Securities listed in Section 3.2 of the Company Disclosure Schedules are the only equity interests of the Company that are issued and outstanding. All of the Equity Securities of each Group Company have been duly authorized and validly issued and issued. All of the outstanding Company Units are fully paid and non-assessable. The Equity Securities of each Group Company (A1) were not issued in violation of the Governing Documents of the applicable Group Companies Company, any applicable state or federal securities Law or any other Contract to which each any Group Company is party or bound, (B2) were not issued in violation of of, and are not subject to any purchase option, preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, (C3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D4) are free and clear of all Liens (other than those existing transfer restrictions under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunder) of which shall terminate upon the Closingapplicable Securities Law). None of the Group Companies has have 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 any of the Group Company Companies to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Group the Company. There are no voting trustsUpon grant, proxies or other Contracts with respect to the voting or transfer of any of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group each Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued Class B Unit constituted a “profits interest” as that term is used in Revenue Procedures 93-27 and outstanding Bridgeburg Ordinary Shares2001-43.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forthforth a true, accurate and complete statement as of the Capitalization Time, a true and complete statement date of this Agreement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group the Company issued and outstanding and outstanding, (ii) the identity of the Persons that are the legal record and beneficial owners thereof and (iii) with respect to each Company Option, (A) the date of grant thereof, (B) any applicable exercise, strike or similar price thereof, (C) the type or class of Company Option (i.e. nonqualified stock options or “incentive stock options” within the meaning of Section 422 of the Code), (D) the expiration date, and (E) any applicable vesting schedule (including acceleration provisions). All of the Equity Securities of each Group the Company have been duly authorized and validly issued and issued. All of the outstanding Company Stock are fully paid and non-assessable. The Equity Securities of each Group the Company (A1) were not issued in violation of the Governing Documents of the Group Companies Company or the Company Stockholders Agreements or any other Contract to which each Group the Company is party or bound, (B2) 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, Person and (C3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (DLaws. Except for the Company Options set forth on Section 3.2(a) are free and clear of all Liens (other than those existing under the shareholder’s agreement of BridgeburgCompany Disclosure Schedules or issued, granted or entered into in accordance with Section 5.1(b), the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights (whether or not settled in equity) or (y) options, restricted stock, phantom stockor equity, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Group the Company. There are Each Company Option has been granted in compliance with or is exempt from Section 409A of the Code, and each Company Option that is an “incentive stock option” within the meaning of Section 422 of the Code complies with Sections 422 of the Code; and in connection therewith, the exercise price of each Company Option is no voting trustsless than the fair market value of the Common Stock at such Company Option’s date of grant (or, proxies to the extent required pursuant to Section 422, 110% of the fair market value). No Company Options have been granted to any officer, director, employee or other Contracts with respect service provider other than pursuant to the voting or transfer of any of the Group Company’s Company Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary SharesPlan.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group the Company and Blocker Corp issued and outstanding outstanding, and (ii) the identity of the Persons that are the legal record and beneficial owners thereof. All of the Equity Securities of each Group the Company and Blocker Corp have been duly authorized and validly issued issued. All of the outstanding Existing Company Units are, and are Company Common Units and Company Restricted Units will be upon the adoption of the Amended and Restated Company LLC Agreement, fully paid and non-assessable. The Equity Securities of each Group the Company (A1) were not issued in violation of the Governing Documents of the Group Companies Company or the Company LLC Agreement or any other Contract to which each Group the Company is party or bound, (B2) 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, Person and (C3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunder) of which shall terminate upon the Closing)Laws. None of the Group Companies The Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, performance stock units, 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 any Group the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Group the Company. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares.

Capitalization of the Group Companies. (a) The authorized Equity Securities of the Company consist of 900,000,000 Company Shares, of which 64,149,777 are issued and outstanding. Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group the Company (including, for the avoidance of doubt, the number and class or series (as applicable) of all the Equity Securities to be issued upon the consummation of the New Rise Acquisitions) issued and outstanding and outstanding, (ii) the identity of the Persons that are the legal record and beneficial owners thereofthereof and (iii) each such record and beneficial owner’s respective ownership percentage. All of the Equity Securities of each Group the Company have been and continue to be duly authorized authorized, validly issued, fully paid, nonassessable and validly issued free and are fully paid and non-assessableclear of all Liens (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of the Company). The Equity Securities of each Group the Company (A1) were not issued in violation of the Governing Documents of the Group Companies Company or any other Contract to which each Group the Company is party or bound, (B2) 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, Person and (C3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (DLaws. Except as set forth in Section 3.2(a) are free and clear of all Liens (other than those existing under the shareholder’s agreement of BridgeburgCompany Disclosure Schedules, the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, performance stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or similar based rights or other Contracts that could require any Group the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for or measured by reference to Equity Securities of any Group the Company. There are no voting trusts, proxies or other Contracts to which the Company is a party with respect to the voting or transfer of any of the Group Company’s Equity Securities. None of the Group Companies has There are no outstanding any bonds, debentures, notes or other obligations, Indebtedness of the holders of which have Group Companies having the right to vote (or convert into convertible into, or exercise for exchangeable for, securities having the right to vote) with on any matter for which the stockholders holders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary SharesCompany’s Equity Securities may vote.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group the Seller and the Company issued and outstanding outstanding, and (ii) the identity of the Persons that are the legal record and beneficial owners thereof. All of the Equity Securities of each Group the Seller and the Company have been duly authorized and validly issued issued. All of the outstanding Company Membership Interests are, and are Company Common Units will be upon the adoption of the Amended and Restated Company LLC Agreement, fully paid and non-assessable. The Equity Securities of each Group the Company (A1) were not issued in violation of the Governing Documents of the Group Companies Company or the Company LLC Agreement or any other Contract to which each Group the Company is party or bound, (B2) 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, Person and (C3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunder) of which shall terminate upon the Closing)Laws. None of the Group Companies The Company has no 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 any Group the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Group the Company. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares.