Common use of Capitalization of the Group Companies Clause in Contracts

Capitalization of the Group Companies. (a) Schedule 3.2(a) sets forth (x) all of the issued and outstanding Holdings Units and the holder of record and beneficial owner of each Holdings Unit (and, with respect to any Incentive Units, vested status) as of the date hereof and (y) all of the issued and outstanding Holdings Units and the holder of record and beneficial owner of each Holdings Unit (and, with respect to any Incentive Units, vested status) immediately following the Pre-Closing Distribution. Each Holdings Unit has been duly authorized, validly issued, fully paid and are non-assessable, has been issued in compliance with all applicable securities Laws and has not been issued in violation of, or subject to, any preemptive, subscription or similar rights of any other Person. On the Closing Date, the Blocker Units shall comprise all of the Blocker’s authorized equity interests that are issued and outstanding and the Blocker Units shall have been duly authorized, validly issued, fully paid and non-assessable, shall have been issued in compliance with all applicable securities Laws and not in violation of, or subject to, any preemptive, subscription or similar rights of any other Person. Except as set forth in its Governing Documents, no Group Company is a party or subject to any voting trust or other voting agreement with respect to any of its capital stock or other equity securities or any agreement relating to the redemption, transfer or other disposition of any of its capital stock or other equity securities, and no Group Company has any contingent or other obligation to repurchase, redeem or otherwise acquire any of its outstanding capital stock or other equity securities. As of the date hereof and as of the Closing, except for the Holdings Units, there are no outstanding (i) equity securities of the Company, (ii) securities of the Company convertible into or exchangeable for, at any time, equity securities of the Company and (iii) rights to acquire from the Company or obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company.

Capitalization of the Group Companies. (a) The Company Units set forth on Schedule 3.2(a) sets forth (x) represent all of the authorized, issued and outstanding Holdings Units and equity interests of the holder of record and beneficial owner of each Holdings Unit (and, with respect to any Incentive Units, vested status) Company as of the date hereof and (y) all the names of the issued and outstanding Holdings Units and the holder of record and beneficial owner holders thereof as of each Holdings Unit (and, with respect to any Incentive Units, vested status) immediately following the Pre-Closing Distributiondate of this Agreement are set forth on Schedule 3.2(a). Each Holdings Unit has been duly authorized, All of the Company Units are validly issued, fully paid issued and are non-assessable, has been were issued in compliance with all applicable law, including any federal or state securities Laws laws, and neither the Company nor any other Group Company has not been issued in violation ofviolated any preemptive or other similar rights, purchase option, call or subject to, any preemptive, subscription right of first refusal or similar right, restrictions on transfer or Liens of any Person in connection with the issuance, repurchase or redemption of any of its equity interests. No Person other than the Company Sellers and the Blocker Entities has any ownership or other rights of any other Person. On the Closing Date, the Blocker Units shall comprise all kind in or with respect to or based upon any equity interests of the Blocker’s authorized equity interests that are issued and outstanding and Company (including the Blocker Units shall have been duly authorized, validly issued, fully paid and non-assessable, shall have been issued in compliance with all applicable securities Laws and not in violation of, Company Units) or subject to, any preemptive, subscription or similar rights of any other PersonGroup Company. Except as set forth in its Governing Documentson Schedule 3.2(a), there are no other equity securities of the Company issued, reserved for issuance or outstanding and no outstanding or authorized options, warrants, convertible or exchangeable securities, subscriptions, restricted stock units, restricted stock awards, phantom equity, stock appreciation, profits interest, profit participation, rights of any kind (including any preemptive rights), calls, put rights or other contracts or commitments of any character whatsoever, understandings or arrangements relating to or with respect to any of the Company Units, including to make any payments based on the value of Company Units, to which the Company or any Group Company is a party or subject is bound requiring the issuance, delivery or sale of equity interests of the Company. Except as set forth on Schedule 3.2(a), there are no contracts, commitments, understandings or arrangements to any voting trust which the Company is a party or other voting agreement with respect by which it is bound requiring the Company to any of its capital stock or other equity securities or any agreement relating to the redemption, transfer or other disposition of any of its capital stock or other equity securities, and no Group Company has any contingent or other obligation to (i) repurchase, redeem or otherwise acquire any of its outstanding capital stock the Company Units or other equity securities. As of the date hereof and as of the Closing, except for the Holdings Units, there are no outstanding (i) equity securities of the Company, (ii) securities vote or dispose of any of the Company Units. Except as set forth on Schedule 3.2(a), neither the Company nor any Group Company have any outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible into or exchangeable for, at any time, equity exercisable for securities having the right to vote) with the holders of the Company and (iii) rights to acquire from the Units on any matter. All Company or obligations Units are uncertificated. The Company Sellers who hold Class B Units of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities providing signatures hereto represent all of the holders of Class B Units of the Company.

Capitalization of the Group Companies. (a) Schedule 3.2(a) sets forth (x) As of the date of this Agreement, the authorized capital stock of the Company consists of 1,000 shares of Company Common Stock, 1,000 of which are issued and outstanding. Seller is the owner and holder of record of all of the issued and outstanding Holdings Units and the holder shares of record and beneficial owner of each Holdings Unit (and, with respect to any Incentive Units, vested status) as of the date hereof and (y) all Company Common Stock. All of the issued and outstanding Holdings Units and the holder shares of record and beneficial owner of each Holdings Unit (and, with respect to any Incentive Units, vested status) immediately following the Pre-Closing Distribution. Each Holdings Unit has been Company Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are non-assessablefree and clear of, has been issued in compliance with all applicable securities Laws and has were not been issued in violation of, any conversion rights, preemptive rights, rights of first refusal, redemption rights, repurchase rights or subject to, any preemptive, subscription or other similar rights of any or restrictions on transfer (other Person. On the Closing Datethan restrictions under applicable federal, the Blocker Units shall comprise all of the Blocker’s authorized equity interests that are issued state and outstanding and the Blocker Units shall have been duly authorized, validly issued, fully paid and non-assessable, shall have been issued in compliance with all applicable local securities Laws and not in violation of, or subject to, any preemptive, subscription or similar rights of any other Person. Except as set forth in its Governing Documents, no Group Company is a party or subject to any voting trust or other voting agreement with respect to any of its capital stock or other equity securities or any agreement relating to the redemption, transfer or other disposition of any of its capital stock or other equity securities, and no Group Company has any contingent or other obligation to repurchase, redeem or otherwise acquire any of its outstanding capital stock or other equity securitiesLaws). As of the date hereof and as of the Closing, except for the Holdings Unitsthis Agreement, there are no outstanding (i) other equity securities of the Company, (ii) securities bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”), (iii) securities convertible into or exchangeable for, at or any timeoptions, equity securities of the Company and (iii) warrants or rights to acquire from the Company or obligations of the Company to issueacquire, any equity securities or securities convertible into or exchangeable for equity securities of the Company, Voting Company Debt or other equity or voting interests in the Company, or (iv) “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based performance rights or other rights issued by any Group Company that are linked in any way to the price or value of Company Common Stock or any shares of capital stock of any other Group Company or the value of the applicable Group Company or any part thereof. There are no agreements to which the Company or any other Group Company is a party, or to the Knowledge of the Company, among the holders of Company Common Stock or the holders of capital stock of any other Group Company, with respect to the voting of Company Common Stock or the capital stock of any other Group Company. Neither the Company nor any other Group Company is a party to, or otherwise subject to, any voting trust, proxy or other Contract with respect to the voting, repurchase, redemption, sale, transfer or other acquisition or disposition of any shares of capital stock or other equity interests of the Company or any other Group Company.

Capitalization of the Group Companies. (a) Schedule Section 3.2(a) of the Company Disclosure Schedules sets forth (x) all of the issued a true and outstanding Holdings Units and the holder of record and beneficial owner of each Holdings Unit (and, with respect to any Incentive Units, vested status) complete statement as of the date hereof of this Agreement of the number and class or series (yas applicable) of all of the issued and outstanding Holdings Units and the holder of record and beneficial owner of each Holdings Unit (and, with respect to any Incentive Units, vested status) immediately following the Pre-Closing Distribution. Each Holdings Unit has been duly authorized, validly issued, fully paid and are non-assessable, has been issued in compliance with all applicable securities Laws and has not been issued in violation of, or subject to, any preemptive, subscription or similar rights of any other Person. On the Closing Date, the Blocker Units shall comprise all Equity Securities of the Blocker’s authorized equity interests that are Company issued and outstanding and the Blocker Units shall name and number of Equity Securities held by each equityholder thereof. All of the Equity Securities of the Company have been duly authorized and validly issued. All of the outstanding Company Shares are fully paid and non-assessable. 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, fully paid and non-assessable. Except as set forth on Section 3.2(a) of the Company Disclosure Schedules, shall 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 and (2) have been offered, sold and issued in compliance in all material respects with all applicable securities Law, including Securities Laws. As of the date hereof, except as set forth on Section 3.2(a) of the Company Disclosure Schedules, the Equity Securities of the Company are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of the Company) and were not issued in violation ofof any preemptive rights, call option, right of first refusal or subject to, any preemptivefirst offer, subscription rights, transfer restrictions or similar rights of any other Person. Except as set forth in its Governing Documents, no Group Company is a party or subject to any voting trust or other voting agreement with respect to any of its capital stock or other equity securities or any agreement relating to the redemption, transfer or other disposition of any of its capital stock or other equity securities, and no Group Company has any contingent or other obligation to repurchase, redeem or otherwise acquire any of its outstanding capital stock or other equity securities. As of the date hereof and hereof, except as set forth on Section 3.2(a) of the ClosingCompany Disclosure Schedules, except for the Holdings Units, there are Company has no outstanding (i) options, restricted stock, phantom stock, stock or equity securities of appreciation rights, equity ownership interests or other equity, equity-based or similar rights in the Company, (ii) securities warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, preemptive rights, rights of the Company convertible into first refusal or exchangeable forfirst offer or other Contracts or commitments of any kind of any character, at any timewritten or oral, equity securities of the Company and (iii) rights to acquire from the Company or obligations of that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any equity securities Equity Securities or securities convertible into or exchangeable for equity securities Equity Securities of the Company.

Capitalization of the Group Companies. (a) Schedule 3.2(aAs of the date of this Agreement, the authorized capital stock of the Company consists of: (i) sets forth 400,000,000 shares of Company Common Shares, 288,384,891 of which are issued and outstanding, and (xii) all 200,000,000 shares of Company Preferred Shares, 67,312 of which are issued and outstanding. All of the issued and outstanding Holdings Units Company Common Shares and the holder of record and beneficial owner of each Holdings Unit (and, with respect to any Incentive Units, vested status) as of the date hereof and (y) all of the issued and outstanding Holdings Units and the holder of record and beneficial owner of each Holdings Unit (and, with respect to any Incentive Units, vested status) immediately following the Pre-Closing Distribution. Each Holdings Unit has been duly authorized, validly issued, fully paid and Company Preferred Shares are non-assessable, has been issued in compliance with all applicable securities Laws and has not been issued in violation of, or subject to, any preemptive, subscription or similar rights of any other Person. On the Closing Date, the Blocker Units shall comprise all of the Blocker’s authorized equity interests that are issued and outstanding and the Blocker Units shall have been duly authorized, validly issued, fully paid and non-assessable, shall have been issued in compliance with all applicable securities Laws and not in violation of, or subject to, any preemptive, subscription or similar rights of any other Person. Except as set forth on Schedule 3.2 or in its Governing Documentsthe first sentence of this Section 3.2(a), no Group Company is a party or subject to any voting trust or other voting agreement with respect to any of its capital stock or other equity securities or any agreement relating to the redemption, transfer or other disposition of any of its capital stock or other equity securities, and no Group Company has any contingent or other obligation to repurchase, redeem or otherwise acquire any of its outstanding capital stock or other equity securities. As as of the date hereof and as of the Closing, except for the Holdings Unitsthis Agreement, there are no outstanding or authorized (ix) equity securities of the Company, (iiy) securities of the Company convertible into or exchangeable for, at any time, for equity securities of the Company and Company, or (iiiz) options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, convertible or exchangeable securities or other Contracts or rights (contingent or otherwise) that entitle any Person to acquire any of the foregoing from the Company or obligations Company. Except as set forth on Schedule 3.2, as of the date of this Agreement, the Company has no obligations to issue, issue any equity securities or securities convertible into or exchangeable for equity securities of the Company, and no Group Company has any commitment to issue any of the foregoing or to distribute to holders of any of its capital stock or interests, any evidence of Funded Indebtedness or asset. There are no authorized or outstanding equity appreciation, phantom equity, profit participation or similar rights with respect to any Group Company. Other than the Stockholders Agreement, no Group Company is a party to, and to the Company’s Knowledge, there are no, voting trusts, proxies, or other agreements or understandings with respect to the voting or transfer of any equity interests in any Group Company. No Group Company has any obligation to repurchase, redeem or otherwise acquire any equity securities or interests of any Group Company. No holder of Funded Indebtedness has the right to vote on any matters of any Group Company (or convert into, exchange for, subscribe for or acquire, any capital stock or equity securities of any Group Company or any interests having the right to vote on any matter relating to any Group Company).

Capitalization of the Group Companies. (a) 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 that are issued and outstanding, and the Purchased Units and the Blocker Units will have been duly authorized and validly issued, fully paid, and issued free and clear of any preemptive rights (except to the extent provided by applicable law), restrictions on transfer (other than restrictions under applicable federal, state and other securities Laws), and will be owned, beneficially and of record, by Sellers free and clear of all Liens (other than restrictions under applicable federal, state and other securities Laws). Schedule 3.2(a) sets forth (x) all the Equity Interests of the Company issued and outstanding Holdings Units and the holder of record and beneficial owner of each Holdings Unit (andoutstanding, with respect to any Incentive Units, vested status) as of the date hereof and (y) all of the issued and outstanding Holdings Units and the holder of record and beneficial owner of each Holdings Unit (and, with respect to any Incentive Units, vested status) immediately following the Pre-Closing Distribution. Each Holdings Unit has been duly authorized, validly issued, fully paid and are non-assessable, has been issued in compliance with all applicable securities Laws and has not been issued in violation ofreserved for issuance, or subject to, any preemptive, subscription or similar rights of any other Person. On the Closing Date, the Blocker Units shall comprise all to Commitments immediately prior to consummation of the Blocker’s authorized equity interests that are issued and outstanding and the Blocker Units shall have been duly authorized, validly issued, fully paid and non-assessable, shall have been issued in compliance with all applicable securities Laws and not in violation of, or subject to, any preemptive, subscription or similar rights of any other PersonReorganization. Except as set forth on Schedule 3.2(a) or in its Governing Documents, no Group Company is a party or subject to any voting trust or other voting agreement connection with respect to any of its capital stock or other equity securities or any agreement relating to the redemption, transfer or other disposition of any of its capital stock or other equity securities, and no Group Company has any contingent or other obligation to repurchase, redeem or otherwise acquire any of its outstanding capital stock or other equity securities. As of the date hereof and as of the Closing, except for the Holdings UnitsReorganization, there are no outstanding (iA) equity securities Equity Interests of the Company, (iiB) securities of the Company convertible into or exchangeable for, at any time, equity securities Equity Interests of the Company and Company, (iiiC) options, warrants, “phantom equity,” equity appreciation, participation or similar rights, calls, subscriptions or other rights to acquire from (including preemptive rights or rights of first refusal or offer), conversion rights, anti-dilution rights, agreements or other commitments obligating the Company to issue, redeem, register, transfer or sell any Equity Interests or equity equivalent rights, (D) obligations of the Company to issuerepurchase, redeem or otherwise acquire any equity securities Equity Interests of the Company, or securities (E) voting trusts, proxies, voting agreements, equityholder agreements or other agreements among the holders of Equity Interests of the Company with respect to the voting or transfer of its Equity Interests. All of the outstanding Equity Interests of the Company have been offered, 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 other obligations the holders of which have the right to vote (or which are convertible into or exchangeable exercisable for equity securities having the right to vote) on any matter. As of immediately following the Closing, and after giving effect to the Transactions, all of the CompanyEquity Interests of the Company will have been duly authorized and validly issued, and issued in compliance with all applicable Laws without giving rise to preemptive rights of any kind, and all of the outstanding Equity Interests of the Company will be held beneficially and of record by the Buyer.

Capitalization of the Group Companies. (a) Schedule 3.2(a) sets forth (x) all The authorized capitalization of the issued and outstanding Holdings Units and Company consists of a membership interest in the holder Company (the “Units”), one hundred percent of which is held of record and beneficial owner of each Holdings Unit (and, with respect to any Incentive Units, vested status) as of the date hereof and (y) all of the issued and outstanding Holdings beneficially by Seller. The Units and the holder of record and beneficial owner of each Holdings Unit (and, with respect to any Incentive Units, vested status) immediately following the Pre-Closing Distribution. Each Holdings Unit has been duly authorized, validly issued, fully paid and are non-assessable, has been issued in compliance with all applicable securities Laws and has not been issued in violation of, or subject to, any preemptive, subscription or similar rights of any other Person. On the Closing Date, the Blocker Units shall comprise all of the BlockerCompany’s authorized equity interests that are issued and outstanding outstanding, which Units are held beneficially and the Blocker of record by Seller. The Units shall have been duly authorized, authorized and validly issued, issued and fully paid and non-assessable, shall have been issued in compliance with all applicable securities Laws and not in violation of, or subject to, any preemptive, subscription or similar rights of any other Personnonassessable. Except as set forth in its Governing Documents, no Group Company is a party or subject to any voting trust or other voting agreement with respect to any of its capital stock or other equity securities or any agreement relating to the redemption, transfer or other disposition of any of its capital stock or other equity securities, and no Group Company has any contingent or other obligation to repurchase, redeem or otherwise acquire any of its outstanding capital stock or other equity securities. As of the date hereof and as of the Closing, except for the Holdings Units, there are no outstanding (i) equity securities of the Company, (ii) securities of the Company convertible into or exchangeable for, at any time, or agreements or understandings with respect to, any equity securities of the Company and Company, (iii) options, warrants, calls, subscriptions, purchase rights, subscription rights, restricted shares, phantom equity, profit participation rights, stock appreciation rights, preemptive rights, rights of first refusal or first offer, equity-based compensation or other rights, agreements or commitments obligating the Company to issue, transfer, redeem, purchase, return or sell any equity securities or giving any Person any benefit or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company, including any participant right in the revenue or profits of the Company or requiring any payment based upon the value of any equity security, (iv) rights to acquire from the Company or and no obligations of the Company to issue, purchase, redeem or otherwise acquire, or make any payments based on the value of, any equity securities or securities convertible into or exchangeable for equity securities of the Company, and (v) Liens, proxies, voting trusts, or voting agreements with respect to the sale, issuance or voting of any equity interests (whether outstanding or issuable upon the conversion, exchange or exercise of outstanding equity interests) of the Company. There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matter on which equityholders of any Group Company may vote. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription or similar rights under any provision of Law, the Governing Documents of the Company, any contract, agreement or instrument to which any Group Company is subject, bound or a party thereto. Except as set forth on Schedule 3.2(a) or Schedule 3.10(a), the Company does not have any equity incentive plan. The Purchase Price paid to Seller shall be paid by Seller to all direct and indirect equityholders of Seller in accordance with applicable Governing Documents and Employee Plans.