Common use of Capitalization of the Group Companies Clause in Contracts

Capitalization of the Group Companies. (a) The Interests and the Preferred Shares comprise all of the Acquired Companies’ equity interests that are issued and outstanding as of the Effective Date. The Interests and the Preferred Shares have been duly authorized and validly issued, are fully paid and non-assessable, are free and clear of all Liens (other than any Liens that will be released prior to or at Closing) and were not issued in violation of any rights of first refusal, rights of first offer, preemptive rights or similar rights. No other (i) equity interests of any Acquired Company, (ii) interests of any Acquired Company convertible into or exchangeable for equity interests of any Acquired Company or (iii) options or other rights to acquire from any Acquired Company equity interests of any Acquired Company are outstanding, and there are no obligations of any Acquired Company to issue or sell any of the foregoing, that will not be extinguished prior to or at the Closing. (b) Each Acquired Company is the direct or indirect sole record and beneficial owner of all equity interests that are issued and outstanding of its Subsidiaries (the “Subsidiary Interests”). Each Subsidiary of an Acquired Company is set forth opposite such Acquired Company’s name on Section 3.2(b) of the Disclosure Schedules. The Subsidiary Interests have been duly authorized and validly issued, are fully paid and nonassessable, are free and clear of all Liens, and were not issued in violation of any rights of first refusal, rights of first offer, preemptive rights or similar right. No other (i) equity interests of any Subsidiary of an Acquired Company, (ii) interests of any Subsidiary of an Acquired Company convertible into or exchangeable for equity interests of any Subsidiary of an Acquired Company or (iii) options or other rights to acquire from any Group Company equity interests of any Subsidiary of an Acquired Company are outstanding, and there are no obligations of any Group Company to issue or sell any of the foregoing. (c) None of the Group Companies directly or indirectly owns any (i) equity interests in any other Person other than as set forth on Section 3.2(c) of the Disclosure Schedules, (ii) interests convertible into or exchangeable for equity interests of any other Person or (iii) options or other rights to acquire equity interests of any other Person. (d) As of the date of this Agreement, there is no outstanding Indebtedness for borrowed money of any Acquired Company or any of its Subsidiaries in excess of $10,000,000 in principal amount, other than the Existing Loans, the Shareholder Notes and Indebtedness in the principal amounts identified by instrument in Section 3.2(d) of the Disclosure Schedules. (e) Section 3.2(e) of the Disclosure Schedules set forth for each Acquired Company (i) the names of the equityholders thereof and the amount held by each such holder (other than with respect to the Preferred Shares), and (ii) in the case of Preferred Shares, the aggregate liquidation preference of the Preferred Shares for each Acquired Company.

Capitalization of the Group Companies. (a) The Interests and the Preferred Shares comprise all of the Acquired Companies’ Company’s authorized equity interests that are issued and outstanding outstanding. As of the date hereof and as of immediately prior to the Effective DateDistribution, the Shares are held beneficially and of record by Seller free and clear of any Liens (other than Permitted Share Liens). Immediately following the consummation of the Distribution through and until immediately prior to the Closing, Seller will hold beneficially and of record all of the issued and outstanding Purchased Shares and the Contributed Shares free and clear of any Liens (other than Permitted Share Liens). As a result of the Distribution, Seller will deliver to each Rollover Equityholder good and valid title to all of the issued and outstanding Rollover Shares distributed to such Rollover Equityholder in the Distribution free and clear of any Liens (other than Permitted Share Liens). The Interests Shares have been duly authorized and validly issued and are fully paid and non-assessable. Except for the Preferred Shares Shares, 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 and no obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company. 18 (b) Except as set forth on Schedule 3.2(b), no Group Company directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity. Except as set forth on Schedule 3.2(b), all outstanding equity securities of each Subsidiary of the Company (i) (except to the extent such concepts are not applicable under the applicable law of such Subsidiary’s jurisdiction of formation or other applicable law) have been duly authorized and validly issued, are are, to the extent applicable, fully paid and non-assessable, are free and clear of all any Liens (other than any Liens that will be released prior to or at ClosingPermitted Liens) and were not issued in violation (ii) are owned, beneficially and of any rights of first refusalrecord, rights of first offerby the Group Companies listed on Schedule 3.2(b). Except as set forth on Schedule 3.2(b), preemptive rights or similar rights. No other there are no outstanding (i) equity interests securities of any Acquired Subsidiary of the Company, (ii) interests securities of any Acquired Subsidiary of the Company convertible into or exchangeable for for, at any time, equity interests securities of any Acquired Company or Subsidiary of the Company, and (iii) options or other rights to acquire from any Acquired Company equity interests Subsidiary of any Acquired Company are outstandingthe Company, and there are no obligations of any Acquired Company to issue or sell any of the foregoing, that will not be extinguished prior to or at the Closing. (b) Each Acquired Company is the direct or indirect sole record and beneficial owner of all equity interests that are issued and outstanding of its Subsidiaries (the “Subsidiary Interests”). Each Subsidiary of an Acquired Company is set forth opposite such Acquired Company’s name on Section 3.2(b) of the Disclosure Schedules. The Subsidiary Interests have been duly authorized and validly issued, are fully paid and nonassessable, are free and clear of all Liens, and were not issued in violation of any rights of first refusal, rights of first offer, preemptive rights or similar right. No other (i) equity interests obligation of any Subsidiary of an Acquired Companythe Company to issue, (ii) interests any equity securities or securities convertible into or exchangeable for, at any time, equity securities of any Subsidiary of an Acquired Company convertible into or exchangeable for equity interests of any Subsidiary of an Acquired Company or (iii) options or other rights to acquire from any Group Company equity interests of any Subsidiary of an Acquired Company are outstanding, and there are no obligations of any Group Company to issue or sell any of the foregoing. (c) None of the Group Companies directly or indirectly owns any (i) equity interests in any other Person other than as set forth on Section 3.2(c) of the Disclosure Schedules, (ii) interests convertible into or exchangeable for equity interests of any other Person or (iii) options or other rights to acquire equity interests of any other Person. (d) As of the date of this Agreement, there is no outstanding Indebtedness for borrowed money of any Acquired Company or any of its Subsidiaries in excess of $10,000,000 in principal amount, other than the Existing Loans, the Shareholder Notes and Indebtedness in the principal amounts identified by instrument in Section 3.2(d) of the Disclosure Schedules. (e) Section 3.2(e) of the Disclosure Schedules set forth for each Acquired Company (i) the names of the equityholders thereof and the amount held by each such holder (other than with respect to the Preferred Shares), and (ii) in the case of Preferred Shares, the aggregate liquidation preference of the Preferred Shares for each Acquired Company.

Capitalization of the Group Companies. (a) Seller owns beneficially and of record, and has good and valid title to, all of the Interests, as further described in Part I of Section 3.2(a) of the Seller Disclosure Schedule. The Interests and the Preferred Shares (i) comprise all of the Acquired Companies’ equity interests Equity Interests in the Company that are issued and outstanding as of the Effective Date. The Interests and the Preferred Shares outstanding, (ii) have been duly authorized and validly issued, are fully paid and non-assessablepaid, are (iii) were validly issued in compliance with all applicable Laws, free and clear of all Liens (other than any Liens that will be released prior to or at ClosingPermitted Encumbrances) and (iv) were not issued in violation of any rights of first refusal, rights of first offer, preemptive rights or similar rightsthe Company’s Governing Documents. No There are no other (iA) equity interests of any Acquired Equity Interests in the Company, (iiB) interests of any Acquired Company securities that are convertible into or exchangeable for equity interests of any Acquired Equity Interests in the Company or (iiiC) options or other rights to acquire from any Acquired Company equity interests of any Acquired Company are outstanding, and there are no obligations of any Acquired Company to issue or sell any of Equity Interests in the foregoing, that will not be extinguished prior to or at the ClosingCompany. (b) Each Acquired As of the Closing Date, the Company is owns beneficially and of record, and has good and valid title to, directly or indirectly, all of the direct or indirect sole record Equity Interests in each Holding Company and beneficial owner each Project Company, as further described in Parts I and II of Section 3.2(b) of the Seller Disclosure Schedule. Such Equity Interests (i) comprise all equity interests of the Equity Interests in each Holding Company and Project Company that are issued and outstanding other than as disclosed on Parts I and II of its Subsidiaries (the “Subsidiary Interests”). Each Subsidiary of an Acquired Company is set forth opposite such Acquired Company’s name on Section 3.2(b) of the Seller Disclosure Schedules. The Subsidiary Interests Schedule, (ii) have been duly authorized and validly issued, are fully paid and nonassessablepaid, are (iii) were validly issued in compliance with all applicable Laws, free and clear of all Liens, Liens (other than Permitted Encumbrances) and (iv) were not issued in violation of any rights the applicable Group Company’s Governing Documents. All of first refusalthe issued and outstanding Equity Interests in each Holding Company and Project Company will be owned beneficially and of record, rights directly or indirectly, through one or more subsidiaries, by the Company immediately prior to the consummation of first offerthe transfer contemplated hereby at the Closing following the Interim Reorganization. Other than the issued and outstanding Equity Interests in each Holding Company and Project Company owned beneficially and of record, preemptive rights directly or similar right. No indirectly, by the Company as set forth in Section 3.2(b) of the Seller Disclosure Schedule, there are no other (iA) equity interests of Equity Interests in any Subsidiary of an Acquired Holding Company or Project Company, (iiB) interests of securities with respect to the Company, any Subsidiary of an Acquired Holding Company or any Project Company that are convertible into or exchangeable for equity interests of Equity Interests in any Subsidiary of an Acquired Company other Person or (iiiC) options or other rights to acquire from any Group Company equity interests of any Subsidiary of an Acquired Company are outstanding, and there are no obligations of any Group Company to issue or sell Equity Interests in any of the foregoingCompany, any Holding Company or any Project Company. (c) None of the Group Companies owns, directly or indirectly owns indirectly, any (i) equity interests Equity Interests, including any joint venture interests, in any other Person other than the Holding Companies and Project Companies as set forth disclosed on Parts I and II of Section 3.2(c3.2(b) of the Seller Disclosure Schedules, (ii) interests convertible into or exchangeable for equity interests of any other Person or (iii) options or other rights to acquire equity interests of any other Person. (d) As Schedule. Except solely as of the date Effective Date or as disclosed on Parts I and II of this Agreement, there is no outstanding Indebtedness for borrowed money of any Acquired Company or any of its Subsidiaries in excess of $10,000,000 in principal amount, other than the Existing Loans, the Shareholder Notes and Indebtedness in the principal amounts identified by instrument in Section 3.2(d3.2(b) of the Seller Disclosure Schedules. (e) Section 3.2(e) of Schedule, the Disclosure Schedules set forth for each Acquired Company (i) the names of the equityholders thereof and the amount held by each such holder (Holding Companies have no subsidiaries other than with respect to the Preferred Shares), and (ii) in the case of Preferred Shares, the aggregate liquidation preference of the Preferred Shares for each Acquired any Group Company. The Project Companies have no subsidiaries.

Capitalization of the Group Companies. (a) The Interests and the Preferred Shares comprise all of the Acquired Companies’ Company’s authorized equity interests that are issued and outstanding outstanding. As of the date hereof and as of immediately prior to the Effective DateDistribution, the Shares are held beneficially and of record by Seller free and clear of any Liens (other than Permitted Share Liens). Immediately following the consummation of the Distribution through and until immediately prior to the Closing, Seller will hold beneficially and of record all of the issued and outstanding Purchased Shares and the Contributed Shares free and clear of any Liens (other than Permitted Share Liens). As a result of the Distribution, Seller will deliver to each Rollover Equityholder good and valid title to all of the issued and outstanding Rollover Shares distributed to such Rollover Equityholder in the Distribution free and clear of any Liens (other than Permitted Share Liens). The Interests Shares have been duly authorized and validly issued and are fully paid and non-assessable. Except for the Preferred Shares Shares, 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 and no obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company. (b) Except as set forth on Schedule 3.2(b), no Group Company directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity. Except as set forth on Schedule 3.2(b), all outstanding equity securities of each Subsidiary of the Company (i) (except to the extent such concepts are not applicable under the applicable law of such Subsidiary’s jurisdiction of formation or other applicable law) have been duly authorized and validly issued, are are, to the extent applicable, fully paid and non-assessable, are free and clear of all any Liens (other than any Liens that will be released prior to or at ClosingPermitted Liens) and were not issued in violation (ii) are owned, beneficially and of any rights of first refusalrecord, rights of first offerby the Group Companies listed on Schedule 3.2(b). Except as set forth on Schedule 3.2(b), preemptive rights or similar rights. No other there are no outstanding (i) equity interests securities of any Acquired Subsidiary of the Company, (ii) interests securities of any Acquired Subsidiary of the Company convertible into or exchangeable for for, at any time, equity interests securities of any Acquired Company or Subsidiary of the Company, and (iii) options or other rights to acquire from any Acquired Company equity interests Subsidiary of any Acquired Company are outstandingthe Company, and there are no obligations of any Acquired Company to issue or sell any of the foregoing, that will not be extinguished prior to or at the Closing. (b) Each Acquired Company is the direct or indirect sole record and beneficial owner of all equity interests that are issued and outstanding of its Subsidiaries (the “Subsidiary Interests”). Each Subsidiary of an Acquired Company is set forth opposite such Acquired Company’s name on Section 3.2(b) of the Disclosure Schedules. The Subsidiary Interests have been duly authorized and validly issued, are fully paid and nonassessable, are free and clear of all Liens, and were not issued in violation of any rights of first refusal, rights of first offer, preemptive rights or similar right. No other (i) equity interests obligation of any Subsidiary of an Acquired Companythe Company to issue, (ii) interests any equity securities or securities convertible into or exchangeable for, at any time, equity securities of any Subsidiary of an Acquired Company convertible into or exchangeable for equity interests of any Subsidiary of an Acquired Company or (iii) options or other rights to acquire from any Group Company equity interests of any Subsidiary of an Acquired Company are outstanding, and there are no obligations of any Group Company to issue or sell any of the foregoing. (c) None of the Group Companies directly or indirectly owns any (i) equity interests in any other Person other than as set forth on Section 3.2(c) of the Disclosure Schedules, (ii) interests convertible into or exchangeable for equity interests of any other Person or (iii) options or other rights to acquire equity interests of any other Person. (d) As of the date of this Agreement, there is no outstanding Indebtedness for borrowed money of any Acquired Company or any of its Subsidiaries in excess of $10,000,000 in principal amount, other than the Existing Loans, the Shareholder Notes and Indebtedness in the principal amounts identified by instrument in Section 3.2(d) of the Disclosure Schedules. (e) Section 3.2(e) of the Disclosure Schedules set forth for each Acquired Company (i) the names of the equityholders thereof and the amount held by each such holder (other than with respect to the Preferred Shares), and (ii) in the case of Preferred Shares, the aggregate liquidation preference of the Preferred Shares for each Acquired Company.

Capitalization of the Group Companies. (a) The Interests Schedule 3.2(a) sets forth (x) all of the issued and outstanding Holdings Units and the Preferred Shares 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 Acquired Companies’ 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 Effective DateClosing, 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. (b) No Group Company directly or indirectly owns, or holds the right to acquire, any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity. The Interests and Except as set forth on Schedule 3.2(a) or as set forth in its Governing Documents, all outstanding equity securities of each Subsidiary of the Preferred Shares Company (except to the extent such concepts are not applicable under the applicable Law of such Subsidiary’s jurisdiction of formation or other applicable Law) have been duly authorized and validly issued, are are, to the extent applicable, fully paid and non-assessable, are free and clear of all any Liens (other than any Liens that will be released prior to or at ClosingPermitted Liens) and were not issued in violation are owned, beneficially and of any rights of first refusalrecord, rights of first offerby another Group Company. Except as set forth on Schedule 3.2(a), preemptive rights or similar rights. No other there are no outstanding (i) equity interests securities or voting securities of any Acquired Subsidiary of the Company, (ii) interests securities of any Acquired Subsidiary of the Company convertible into or exchangeable for for, at any time, equity interests securities or voting securities of any Acquired Company or Subsidiary of the Company, (iii) options options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that require a Group Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity securities of any Subsidiary of the Company, (iv) equity appreciation, phantom equity, profit participation or similar rights (contingent or otherwise) or other securities or interests with respect to any Subsidiary of the Company and (v) rights to acquire from any Acquired Company equity interests Subsidiary of any Acquired Company are outstandingthe Company, and there are no obligations of any Acquired Company to issue or sell any of the foregoing, that will not be extinguished prior to or at the Closing. (b) Each Acquired Company is the direct or indirect sole record and beneficial owner of all equity interests that are issued and outstanding of its Subsidiaries (the “Subsidiary Interests”). Each Subsidiary of an Acquired Company is set forth opposite such Acquired Company’s name on Section 3.2(b) of the Disclosure Schedules. The Subsidiary Interests have been duly authorized and validly issued, are fully paid and nonassessable, are free and clear of all Liens, and were not issued in violation of any rights of first refusal, rights of first offer, preemptive rights or similar right. No other (i) equity interests obligation of any Subsidiary of an Acquired Companythe Company to issue, (ii) interests any equity securities or securities convertible into or exchangeable for, at any time, equity securities of any Subsidiary of an Acquired Company convertible into or exchangeable for equity interests of any Subsidiary of an Acquired Company or (iii) options or other rights to acquire from any Group Company equity interests of any Subsidiary of an Acquired Company are outstanding, and there are no obligations of any Group Company to issue or sell any of the foregoing. (c) None of the Group Companies directly or indirectly owns any (i) equity interests in any other Person other than as set forth on Section 3.2(c) of the Disclosure Schedules, (ii) interests convertible into or exchangeable for equity interests of any other Person or (iii) options or other rights to acquire equity interests of any other Person. (d) As of the date of this Agreement, there is no outstanding Indebtedness for borrowed money of any Acquired Company or any of its Subsidiaries in excess of $10,000,000 in principal amount, other than the Existing Loans, the Shareholder Notes and Indebtedness in the principal amounts identified by instrument in Section 3.2(d) of the Disclosure Schedules. (e) Section 3.2(e) of the Disclosure Schedules set forth for each Acquired Company (i) the names of the equityholders thereof and the amount held by each such holder (other than with respect to the Preferred Shares), and (ii) in the case of Preferred Shares, the aggregate liquidation preference of the Preferred Shares for each Acquired Company.