Common use of Capitalization of the Group Companies Clause in Contracts

Capitalization of the Group Companies. (a) Schedule 3.2(a) sets forth the authorized, issued and outstanding equity interests of the Company. All of the issued and outstanding equity interests of the Company have been duly authorized and are validly issued, fully paid and non-assessable, and have been offered, sold and delivered by the Company in compliance with all applicable securities Laws, and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right, or other similar right. The Units represent all of the issued and outstanding membership interests of the Company, all of which are owned and held beneficially and of record by Xxxxxxx. Except as set forth on Schedule 3.2(a), there are no preemptive or other outstanding rights, options, warrants, conversion rights, equity appreciation rights, phantom equity rights, redemption rights, repurchase rights, agreements, arrangements or commitments relating to the equity securities of any Group Company (whether or not currently exercisable) or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of any Group Company, and no securities or obligation evidencing such rights are authorized, issued or outstanding. None of the Units are in certificated form. No Group Company has any outstanding any bonds, debentures, notes or other obligations to its holders that have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the equityholders of any Group Company on any matter. Schedule 3.2(a) lists all obligations, contingent or otherwise, of each Group Company to repurchase, redeem or otherwise acquire shares of capital stock of, or other equity interests in, such Group Company. Except as set forth on Schedule 3.2(a), there are no voting trusts or other agreements or understandings to which any Group Company is a party with respect to the voting of the shares of capital stock or other equity interests of any Group 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 the authorized400,000,000 shares of Company Common Shares, 288,384,891 of which are issued and outstanding equity interests outstanding, and (ii) 200,000,000 shares of the CompanyCompany Preferred Shares, 67,312 of which are issued and outstanding. All of the issued and outstanding equity interests of the Company have been Common Shares and Company Preferred Shares are duly authorized and are authorized, validly issued, fully paid and non-assessable, and have been offered, sold and delivered by the Company in compliance with all applicable securities Laws, and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right, or other similar right. The Units represent all of the issued and outstanding membership interests of the Company, all of which are owned and held beneficially and of record by Xxxxxxx. Except as set forth on Schedule 3.2 or in the first sentence of this Section 3.2(a), as of the date of this Agreement, there are no preemptive outstanding or other outstanding rightsauthorized (x) equity securities of the Company, (y) securities of the Company convertible into or exchangeable for equity securities of the Company, or (z) options, warrants, purchase rights, subscription rights, conversion rights, equity appreciation exchange rights, phantom equity rights, redemption rights, repurchase rights, agreements, arrangements or commitments relating to the equity securities of any Group Company (whether or not currently exercisable) or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of any Group Company, and no securities or obligation evidencing such other Contracts or rights are authorized, issued or outstanding. None of the Units are in certificated form. No Group Company has any outstanding any bonds, debentures, notes or other obligations to its holders that have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the equityholders of any Group Company on any matter. Schedule 3.2(a) lists all obligations, contingent or otherwise, ) that entitle any Person to acquire any of each Group Company to repurchase, redeem or otherwise acquire shares of capital stock of, or other equity interests in, such Group the foregoing from the Company. Except as set forth on Schedule 3.2(a)3.2, as of the date of this Agreement, the Company has no obligations to 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 no, voting trusts trusts, proxies, or other agreements or understandings to which any Group Company is a party with respect to the voting or transfer of the shares of capital stock any equity interests in any Group Company. No Group Company has any obligation to repurchase, redeem or other 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) Schedule 3.2(a) sets forth The authorized capitalization of the authorizedCompany consists of a membership interest in the Company (the “Units”), issued one hundred percent of which is held of record and outstanding equity interests beneficially by Seller. The Units comprise all of the Company. All of the ’s authorized equity interests that are issued and outstanding equity interests of the Company have been duly authorized and outstanding, which Units are validly issued, fully paid and non-assessable, and have been offered, sold and delivered by the Company in compliance with all applicable securities Laws, and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right, or other similar right. The Units represent all of the issued and outstanding membership interests of the Company, all of which are owned and held beneficially and of record by XxxxxxxSeller. The Units have been duly authorized and validly issued and fully paid and nonassessable. Except for the 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, (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 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), there are no preemptive or other outstanding rights, options, warrants, conversion rights, the Company does not have any equity appreciation rights, phantom equity rights, redemption rights, repurchase rights, agreements, arrangements or commitments relating incentive plan. The Purchase Price paid to the equity securities of any Group Company (whether or not currently exercisable) or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right Seller shall be paid by Seller to subscribe for or acquire, any securities of any Group Company, all direct and no securities or obligation evidencing such rights are authorized, issued or outstanding. None of the Units are in certificated form. No Group Company has any outstanding any bonds, debentures, notes or other obligations to its holders that have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the indirect equityholders of any Group Company on any matter. Schedule 3.2(a) lists all obligations, contingent or otherwise, of each Group Company to repurchase, redeem or otherwise acquire shares of capital stock of, or other equity interests in, such Group Company. Except as set forth on Schedule 3.2(a), there are no voting trusts or other agreements or understandings to which any Group Company is a party Seller in accordance with respect to the voting of the shares of capital stock or other equity interests of any Group Companyapplicable Governing Documents and Employee Plans.

Capitalization of the Group Companies. (a) Schedule Section 3.2(a) of the Company Disclosure Schedule sets forth forth, as of the authorizeddate hereof, as of immediately prior to the Closing, a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group Company issued and outstanding equity interests and (ii) the identity of the CompanyPersons that are the legal owners thereof. All of the issued and outstanding equity interests Equity Securities of the each Group Company have been duly authorized and validly issued and, where applicable, are validly issued, fully paid and non-assessable, and have been offered, sold and delivered by . The Equity Securities of each Group Company (A) were not issued in violation of the Governing Documents of such Group Company or the Company in compliance with all applicable securities LawsShareholders Agreement (if applicable) or any other Contract to which any Group Company is party or bound, and (B) were not issued in violation of any purchase or preemptive rights, call option, right of first refusalrefusal or first offer, subscription rightrights, preemptive righttransfer 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 Liens that would not delay, impair or other similar right. The Units represent all prohibit the ability of any such Equity Securities participating in the issued and outstanding membership interests of the Company, all of which are owned and held beneficially and of record by XxxxxxxCompany Share Exchange). Except as set forth on Schedule 3.2(a)for the ESOP, there are no preemptive or other outstanding rights, options, warrants, conversion rights, equity appreciation rights, phantom equity rights, redemption rights, repurchase rights, agreements, arrangements or commitments relating to the equity securities of any Group Company (whether or not currently exercisable) or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of any Group Company, and no securities or obligation evidencing such rights are authorized, issued or outstanding. None of the Units are in certificated form. No Group Company has any outstanding any bonds(x) equity appreciation, debenturesphantom equity or profit participation rights or (y) options, notes restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other obligations Contracts that could require the applicable Group Company to its holders that have the right issue, sell or otherwise cause to vote (become outstanding or are to acquire, repurchase or redeem any Equity Securities or securities convertible into or exercisable exchangeable for securities having the right to vote) with the equityholders Equity Securities of any Group Company on any matter. Schedule 3.2(a) lists all obligations, contingent or otherwise, of each Group Company to repurchase, redeem or otherwise acquire shares of capital stock of, or other equity interests in, such Group Company. Except as set forth on Schedule 3.2(a), there There are no voting trusts trusts, proxies or other agreements or understandings to which any Group Company is a party Contracts with respect to the voting or transfer of the shares of capital stock or other equity interests of any a Group Company’s Equity Securities.

Capitalization of the Group Companies. (a) The Company Units set forth on Schedule 3.2(a) sets forth represent all the authorized, issued and outstanding equity interests of the CompanyCompany as of the date hereof and the names of the record and beneficial holders thereof as of the date of this Agreement are set forth on Schedule 3.2(a). All of the Company Units are validly issued and outstanding were issued in compliance with applicable law, including any federal or state securities laws, and neither the Company nor any other Group Company has violated any preemptive or other similar rights, purchase option, call or 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 kind in or with respect to or based upon any equity interests of the Company have been duly authorized and are validly issued, fully paid and non-assessable, and have been offered, sold and delivered by (including the Company in compliance with all applicable securities Laws, and were not issued in violation of Units) or any purchase or call option, right of first refusal, subscription right, preemptive right, or other similar right. The Units represent all of the issued and outstanding membership interests of the Group Company, all of which are owned and held beneficially and of record by Xxxxxxx. Except as set forth on Schedule 3.2(a), there are no preemptive other equity securities of the Company issued, reserved for issuance or other outstanding rights, and no outstanding or authorized options, warrants, conversion rightsconvertible or exchangeable securities, equity appreciation rightssubscriptions, restricted stock units, restricted stock awards, phantom equity equity, stock appreciation, profits interest, profit participation, rights of any kind (including any preemptive rights), redemption rightscalls, repurchase rights, agreements, arrangements put rights or other contracts or commitments of any character whatsoever, understandings or arrangements relating to or with respect to any of the equity securities 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 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 which the Company is a party or by which it is bound requiring the Company to (whether i) repurchase, redeem or not currently exercisableotherwise acquire any of the Company Units or (ii) vote or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities dispose of any Group Company, and no securities or obligation evidencing such rights are authorized, issued or outstanding. None of the Units are in certificated formCompany Units. No Except as set forth on Schedule 3.2(a), neither the Company nor any Group Company has have any outstanding any bonds, debentures, notes or other obligations to its indebtedness, the holders that of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the equityholders holders of any Group the Company Units on any matter. Schedule 3.2(a) lists all obligations, contingent or otherwise, of each Group All Company to repurchase, redeem or otherwise acquire shares of capital stock of, or other equity interests in, such Group CompanyUnits are uncertificated. Except as set forth on Schedule 3.2(a), there are no voting trusts or other agreements or understandings to which any Group The Company is a party with respect to the voting Sellers who hold Class B Units of the shares Company providing signatures hereto represent all of capital stock or other equity interests the holders of any Group Class B Units of the Company.

Capitalization of the Group Companies. (a) Schedule 3.2(a) sets forth As of the authorizeddate 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 equity interests shares of the CompanyCompany Common Stock. All of the issued and outstanding equity interests shares of the Company have been Common Stock are duly authorized and are authorized, validly issued, fully paid and non-assessablenonassessable, and have been offered, sold are free and delivered by the Company in compliance with all applicable securities Lawsclear of, and were not issued in violation of of, any purchase or call optionconversion rights, right preemptive rights, rights of first refusal, subscription right, preemptive right, or other similar right. The Units represent all of the issued and outstanding membership interests of the Company, all of which are owned and held beneficially and of record by Xxxxxxx. Except as set forth on Schedule 3.2(a), there are no preemptive or other outstanding rights, options, warrants, conversion rights, equity appreciation rights, phantom equity rights, redemption rights, repurchase rightsrights or other similar rights or restrictions on transfer (other than restrictions under applicable federal, agreementsstate and local securities Laws). As of the date of this Agreement, arrangements or commitments relating to the there are no outstanding (i) other equity securities of any Group Company (whether or not currently exercisable) or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of any Group the Company, and no securities or obligation evidencing such rights are authorized, issued or outstanding. None of the Units are in certificated form. No Group Company has any outstanding any (ii) bonds, debentures, notes or other obligations to its holders that have indebtedness of the Company having the right to vote on any matters on which holders of Company Common Stock may vote (or are “Voting Company Debt”), (iii) securities convertible into or exercisable for exchangeable for, or any options, warrants or rights to acquire, any equity securities having of the right to voteCompany, Voting Company Debt or other equity or voting interests in the Company, or (iv) with the equityholders of “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based performance rights or other rights issued by any Group Company on that are linked in any matter. Schedule 3.2(a) lists all obligations, contingent way to the price or otherwise, value of each Group Company to repurchase, redeem Common Stock or otherwise acquire any shares of capital stock of, of any other Group Company or other equity interests in, such the value of the applicable Group CompanyCompany or any part thereof. Except as set forth on Schedule 3.2(a), there There are no voting trusts or other agreements or understandings to which the Company or any other Group Company is a party 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 3.2(a) sets forth the authorized, issued and outstanding equity interests of the Company. All (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 of that are issued and outstanding and the Company Blocker Units shall have been duly authorized and are authorized, validly issued, fully paid and non-assessable, and shall have been offered, sold and delivered by the Company issued in compliance with all applicable securities Laws, Laws and were not issued in violation of, or subject to, any preemptive, subscription or similar rights of any purchase or call option, right of first refusal, subscription right, preemptive right, or other similar right. The Units represent all of the issued and outstanding membership interests of the Company, all of which are owned and held beneficially and of record by XxxxxxxPerson. Except as set forth on Schedule 3.2(a)in its Governing Documents, there are no preemptive Group Company is a party or subject to any voting trust or other outstanding rights, options, warrants, conversion rights, voting agreement with respect to any of its capital stock or other equity appreciation rights, phantom equity rights, redemption rights, repurchase rights, agreements, arrangements securities or commitments any agreement relating to the equity securities redemption, transfer or other disposition of any Group Company (whether of its capital stock or not currently exercisable) or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of any Group Companyother equity securities, and no securities or obligation evidencing such rights are authorized, issued or outstanding. None of the Units are in certificated form. No Group Company has any outstanding any bonds, debentures, notes contingent or other obligations to its holders that have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the equityholders of any Group Company on any matter. Schedule 3.2(a) lists all obligations, contingent or otherwise, of each Group Company obligation to repurchase, redeem or otherwise acquire shares any of capital stock of, or other equity interests in, such Group Company. Except as set forth on Schedule 3.2(a), there are no voting trusts or other agreements or understandings to which any Group Company is a party with respect to the voting of the shares of its outstanding capital stock or other equity interests 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 Group 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.