Common use of Capitalization of the Transferred Entities Clause in Contracts

Capitalization of the Transferred Entities. (a) As of the Closing, Seller will be the record and beneficial owner of all of the Purchased Units, free and clear of all Liens. All of the Purchased Units will have been duly authorized, validly issued, fully paid and non-assessable and will constitute all of the outstanding capital stock of Newco. There will be no warrants, options, agreements, calls, conversion rights, exchange rights, preemptive rights or other rights or commitments or understandings which call for the repurchase or redemption, or issuance, sale, pledge or other disposition of any of the Purchased Units or any securities convertible into, or other rights to acquire, any Purchased Units. None of the Purchased Units will be subject to any proxies, voting trusts, transfer restrictions (other than transfer restrictions under applicable securities Laws, if any) or other similar arrangements that relate to the voting or control of the Purchased Units. As of the Closing, Newco will be a direct wholly owned Subsidiary of Seller and, immediately following the consummation of the Reorganization and as of the Closing, Newco will directly or indirectly own (beneficially and of record), and hold good and valid title to, all of the issued and outstanding membership interests or other outstanding equity interests in or voting securities of each Transferred Entity (other than Newco) (the “Transferred Entity Equity Interests”) free and clear of all Liens. (b) Section 3.2(b) of the Seller Disclosure Schedule sets forth (i) a complete and correct list of all of the Transferred Entities, (ii) their respective jurisdictions of organization and (iii) for each Transferred Entity, as of the date hereof and as of the Closing (after giving effect to the Reorganization), (A) the number of authorized, issued and outstanding shares of capital stock or other equity interests in or voting securities of each such Person, (B) the name of each record and beneficial owner thereof, together with the number of such shares of capital stock or other equity interests or voting securities owned by such owner as of the date of this Agreement and as of the Closing (after giving effect to the Reorganization), and (C) the number of such shares of capital stock or other equity interests in or voting securities held in treasury. The Transferred Entity Equity Interests (i) are and, after giving effect to the Reorganization, will be duly authorized, validly issued, fully paid and nonassessable, (ii) comprise and, after giving effect to the Reorganization, will comprise all of the issued and outstanding capital stock, equity interests or voting securities of the Transferred Entities, (iii) are and, after giving effect to the Reorganization, will be, owned beneficially and of record solely by Seller or a Transferred Entity, in each case, free and clear of all Liens (other than Permitted Liens and transfer restrictions under applicable securities Laws, if any), and (iv) are not and, after giving effect to the Reorganization, will not be subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Other than this Agreement, there are no and, after giving effect to the Reorganization, there will not be any preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, phantom equity or similar rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other Contracts, agreements, arrangements or commitments of any character to which Seller or the Transferred Entities (or any of their respective Affiliates) is a party relating to the issued or unissued share capital, equity interests or voting securities of any of the Transferred Entities or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right, directly or indirectly (whether with or without the occurrence of any contingency), to subscribe for or acquire, any securities, capital stock or other equity interests of any Transferred Entity, and no securities, capital stock or other equity interests evidencing such rights are authorized, issued or outstanding. (c) No Transferred Entity has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders or holders of capital stock, equity interests or voting securities of such Transferred Entity on any matter. (d) None of the Transferred Entities owns, directly or indirectly, any capital stock, equity interests or voting securities or has any other investment, including debt interests, in any Person other than another Transferred Entity. (e) There are no proxies, voting trusts or other agreements or understandings to which Seller or any Transferred Entity is a party with respect to the voting of the Purchased Units or any equity interests in any Transferred Entity. (f) As of the Closing, (i) Newco will be a holding company that has never had any operations (other than administrative operations as a holding company of the Transferred Entities and in connection with the Reorganization) prior to its acquisition of the assets (including all of the equity interests in the Transferred Entities) contributed to Newco in connection with the Reorganization (the “Contributed Assets”), (ii) ownership of the Contributed Assets and any steps contemplated by the Reorganization will be the only business operation carried on by Newco, (iii) Seller and its Affiliates will have duly and validly transferred and assigned the Contributed Assets to Newco and Newco will have assumed and accepted from Seller all of the Contributed Assets in accordance with applicable Law and free and clear of all Liens (other than Permitted Liens), (iv) Newco (A) will not have any assets other than the Contributed Assets (including the Transferred Entity Equity Interests) and (B) will not have any Liabilities other than those incurred pursuant to its operation of the Business in the ordinary course consistent with past practice since the consummation of the Reorganization, and (v) Newco will not be party to any Contracts (including any oral Contracts), other than those entered into in accordance with the Reorganization.

Capitalization of the Transferred Entities. (a) As The Shares are duly authorized and validly issued. Except for the Shares, no Equity Interests of the ClosingCompany are, Seller will be the record and beneficial owner of all or as of the Purchased UnitsClosing will be, free issued and clear of all Liens. All outstanding. (b) Except as set forth in Section 4.4(b) of the Purchased Units will have been duly authorizedSeller Disclosure Letter, validly issued, fully paid and non-assessable and will constitute all of the outstanding capital stock of Newco. There will be (i) there are no warrants, options, agreements, calls, conversion rights, exchange rights, preemptive rights or other similar rights in respect of any Equity Interests in the Company, (ii) there are no encumbrances on or other contractual obligations of the Company (including options, warrants, subscriptions, calls, rights, convertible securities, commitments or understandings which call agreements of any character) relating to, the ownership, disposition, redemption, repurchase, transfer or voting of any Equity Interests or obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Equity Interests of the Company, (iii) except for the repurchase transactions contemplated by this Agreement, there is no Contract of the Company which obligates the Company to purchase, redeem or redemptionotherwise acquire or make any payment (including any dividend or distribution) in respect of, or issuance, sale, pledge or other disposition any Equity Interests and (iv) there are no existing rights with respect to registration under the Securities Act of any Equity Interests. (c) Section 4.4(c) of the Purchased Units or any securities convertible intoSeller Disclosure Letter contains a true and correct list, or other rights to acquire, any Purchased Units. None as of the Purchased Units will be subject to any proxiesdate hereof, voting trusts, transfer restrictions of each of the Transferred Entities (other than transfer restrictions under applicable securities Lawsthe Company), if any) the jurisdiction of its incorporation or other similar arrangements that relate to organization and the voting or control record owner of the Purchased Unitsoutstanding Equity Interests of each such Transferred Entity. As All Equity Interests of the Closing, Newco will be a direct wholly owned Subsidiary of Seller Transferred Entities (other than the Company) are duly authorized and validly issued and, immediately following the consummation except as set forth in Section 4.4 of the Reorganization and Seller Disclosure Letter, as of the Closing, Newco will directly or indirectly own (beneficially and of record), and hold good and valid title to, all of the issued and outstanding membership interests or other outstanding equity interests in or voting securities of each be owned by another Transferred Entity (other than Newco) (the “Transferred Entity Equity Interests”) free and clear of all Liens. (b) Section 3.2(b) of the Seller Disclosure Schedule sets forth (i) a complete and correct list of all of the Transferred Entities, (ii) their respective jurisdictions of organization and (iii) for each Transferred Entity, as of the date hereof and as of the Closing (after giving effect to the Reorganization), (A) the number of authorized, issued and outstanding shares of capital stock or other equity interests in or voting securities of each such Person, (B) the name of each record and beneficial owner thereof, together with the number of such shares of capital stock or other equity interests or voting securities owned by such owner as of the date of this Agreement and as of the Closing (after giving effect to the Reorganization), and (C) the number of such shares of capital stock or other equity interests in or voting securities held in treasury. The Transferred Entity Equity Interests (i) are and, after giving effect to the Reorganization, will be duly authorized, validly issued, fully paid and nonassessable, (ii) comprise and, after giving effect to the Reorganization, will comprise all of the issued and outstanding capital stock, equity interests or voting securities of the Transferred Entities, (iii) are and, after giving effect to the Reorganization, will be, owned beneficially and of record solely by Seller or a Transferred Entity, in each case, free and clear of all Liens (other than Permitted Liens and transfer restrictions under applicable securities Laws, if any), and (iv) are not and, after giving effect attributable to the Reorganization, will not be subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Other than this Agreement, there are no and, after giving effect to the Reorganization, there will not be any preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, phantom equity or similar rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other Contracts, agreements, arrangements or commitments of any character to which Seller or the Transferred Entities (or any of their respective Affiliates) is a party relating to the issued or unissued share capital, equity interests or voting securities of any other than Permitted Liens. Except as set forth in Section 4.4 of the Transferred Entities or any other securities or obligations convertible or exchangeable into or exercisable forSeller Disclosure Letter, or giving any Person a rightas of the date hereof, directly or indirectly (whether with or without the occurrence of any contingency), to subscribe for or acquire, any securities, capital stock or other equity interests there are no Equity Interests of any Transferred Entity (other than the Company) issued and outstanding that are not owned by another Transferred Entity, and no securities, capital stock or other equity interests evidencing such rights are authorized, issued or outstanding. (c) No Transferred Entity has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders or holders of capital stock, equity interests or voting securities of such Transferred Entity on any matter. (d) None Except for ownership of the another Transferred Entities Entity, no Transferred Entity owns, directly or indirectly, any capital stock, equity interests or voting securities or has any other investment, including debt interests, Equity Interest in any Person other than another Transferred EntityPerson. (e) There are no proxies, voting trusts or other agreements or understandings to which Seller or any Transferred Entity is a party with respect to the voting of the Purchased Units or any equity interests in any Transferred Entity. (f) As of the Closing, (i) Newco will be a holding company that has never had any operations (other than administrative operations as a holding company of the Transferred Entities and in connection with the Reorganization) prior to its acquisition of the assets (including all of the equity interests in the Transferred Entities) contributed to Newco in connection with the Reorganization (the “Contributed Assets”), (ii) ownership of the Contributed Assets and any steps contemplated by the Reorganization will be the only business operation carried on by Newco, (iii) Seller and its Affiliates will have duly and validly transferred and assigned the Contributed Assets to Newco and Newco will have assumed and accepted from Seller all of the Contributed Assets in accordance with applicable Law and free and clear of all Liens (other than Permitted Liens), (iv) Newco (A) will not have any assets other than the Contributed Assets (including the Transferred Entity Equity Interests) and (B) will not have any Liabilities other than those incurred pursuant to its operation of the Business in the ordinary course consistent with past practice since the consummation of the Reorganization, and (v) Newco will not be party to any Contracts (including any oral Contracts), other than those entered into in accordance with the Reorganization.

Capitalization of the Transferred Entities. (a) As Schedule 4.2 sets forth a correct and complete list of the Closingauthorized (to the extent applicable), Seller will be the record issued and beneficial owner of all outstanding limited liability company interests of the Purchased Units, free and clear of all LiensTransferred Entities. All There are no other limited liability company interests or other equity securities of the Purchased Units will have been Transferred Entities authorized (to the extent applicable), issued, reserved for issuance or outstanding and no outstanding or authorized options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), stock appreciation rights, calls or commitments relating to the limited liability company interests of, or other equity or voting interest in, the Transferred Entities, to which the Transferred Entities is a party or is bound requiring the issuance, delivery or sale of limited liability company interests or other equity securities of the Transferred Entities. Each of the issued and outstanding limited liability company interests or other equity interests, as applicable, of each Transferred Entity is duly authorized, validly issued, fully paid and non-assessable and will constitute all of the outstanding capital stock of Newco. There will be no warrants, options, agreements, calls, conversion rights, exchange rights, preemptive rights or other rights or commitments or understandings which call for the repurchase or redemption, or issuance, sale, pledge or other disposition of any of the Purchased Units or any securities convertible into, or other rights to acquire, any Purchased Units. None of the Purchased Units will be subject to any proxies, voting trusts, transfer restrictions (other than transfer restrictions under applicable securities Laws, if any) or other similar arrangements that relate to the voting or control of the Purchased Units. As of the Closing, Newco will be a direct wholly extent applicable) and is directly owned Subsidiary of Seller and, immediately following the consummation of the Reorganization and as of the Closing, Newco will directly or indirectly own (beneficially and of record), and hold good and valid title to, all of the issued and outstanding membership interests or other outstanding equity interests in or voting securities of each Transferred Entity (other than Newco) (the “Transferred Entity Equity Interests”) free and clear of all Liens. (b) Section 3.2(b) of the Seller Disclosure Schedule sets forth (i) a complete and correct list of all of the Transferred Entities, (ii) their respective jurisdictions of organization and (iii) for each Transferred Entity, as of the date hereof and as of the Closing (after giving effect to the Reorganization), (A) the number of authorized, issued and outstanding shares of capital stock or other equity interests in or voting securities of each such Person, (B) the name of each record and beneficial owner thereof, together with the number of such shares of capital stock or other equity interests or voting securities owned by such owner as of the date of this Agreement and as of the Closing (after giving effect to the Reorganization), and (C) the number of such shares of capital stock or other equity interests in or voting securities held in treasury. The Transferred Entity Equity Interests (i) are and, after giving effect to the Reorganization, will be duly authorized, validly issued, fully paid and nonassessable, (ii) comprise and, after giving effect to the Reorganization, will comprise all of the issued and outstanding capital stock, equity interests or voting securities of the Transferred Entities, (iii) are and, after giving effect to the Reorganization, will be, owned beneficially and of record solely by Seller or a Transferred Entity, in each casethe Sellers, free and clear of all Liens (any Encumbrances other than Permitted Liens and transfer restrictions (i) Encumbrances relating to the transferability of securities under applicable securities Laws, if any), Laws and (ivii) Encumbrances created by Buyer’s or its Affiliates’ acts. There are not andno outstanding or authorized stock appreciation, after giving effect phantom stock, profit participation or similar rights with respect to the Reorganizationlimited liability company interests of, will not be subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Other than this Agreement, there are no and, after giving effect to the Reorganization, there will not be any preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, phantom equity or similar rightsvoting interest in, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other Contracts, agreements, arrangements or commitments of any character to which Seller or the Transferred Entities (or any of their respective Affiliates) is a party relating to the issued or unissued share capital, equity interests or voting securities of which any of the Transferred Entities is a party or any other securities is bound. The Transferred Entities have no authorized or obligations convertible or exchangeable into or exercisable for, or giving any Person a right, directly or indirectly (whether with or without the occurrence of any contingency), to subscribe for or acquire, any securities, capital stock or other equity interests of any Transferred Entity, and no securities, capital stock or other equity interests evidencing such rights are authorized, issued or outstanding. (c) No Transferred Entity has any outstanding bonds, debentures, notes or other obligations indebtedness (A) the holders of which have the right to vote or (B) convertible into, exchangeable for, or are convertible evidencing the right to subscribe for or exchangeable into or exercisable for acquire securities having the right to vote) , with the stockholders or holders members of capital stock, equity interests or voting securities of such Transferred Entity on any matter. (d) None of the Transferred Entities owns, directly or indirectly, on any capital stock, equity interests or voting securities or has any other investment, including debt interests, in any Person other than another Transferred Entity. (e) matter. There are no proxies, voting trusts or other agreements or understandings Contracts to which Seller or any Transferred Entity is a party with respect to the voting of the Purchased Units or any equity interests in any Transferred Entity. (f) As of the Closing, (i) Newco will be a holding company that has never had any operations (other than administrative operations as a holding company of the Transferred Entities is a party or by which it is bound to (x) repurchase, redeem or otherwise acquire any limited liability company interests of, or other equity or voting interest in, such Transferred Entity or (y) vote or dispose of any limited liability company interests of, or other equity or voting interest in, such Transferred Entity. There are no irrevocable proxies and in connection no voting agreements with the Reorganization) prior respect to its acquisition of the assets (including all of the any limited liability company interests of, or other equity interests in or voting interest in, the Transferred Entities) contributed to Newco in connection with the Reorganization (the “Contributed Assets”), (ii) ownership of the Contributed Assets and any steps contemplated by the Reorganization will be the only business operation carried on by Newco, (iii) Seller and its Affiliates will have duly and validly transferred and assigned the Contributed Assets to Newco and Newco will have assumed and accepted from Seller all of the Contributed Assets in accordance with applicable Law and free and clear of all Liens (other than Permitted Liens), (iv) Newco (A) will not have any assets other than the Contributed Assets (including the Transferred Entity Equity Interests) and (B) will not have any Liabilities other than those incurred pursuant to its operation of the Business in the ordinary course consistent with past practice since the consummation of the Reorganization, and (v) Newco will not be party to any Contracts (including any oral Contracts), other than those entered into in accordance with the Reorganization.

Capitalization of the Transferred Entities. (a) As Section 4.4(a) of the ClosingParent Disclosure Schedule sets forth a true and correct list of the Transferred Entities, Seller will be listing for each its name, its jurisdiction of organization, each jurisdiction in which it is licensed to conduct business as a foreign corporation (if such Transferred Entity is organized in a jurisdiction located in the United States), the number and type of its issued and outstanding Shares and the current record and beneficial owner ownership of all of the Purchased Units, free and clear of all Lienssuch Shares. All of the Purchased Units will have been Shares are duly authorized, validly issued, fully paid and non-assessable and will constitute all of owned by Parent and the outstanding capital stock of Newco. There will be no warrantsSellers, optionsas applicable, agreements, calls, conversion rights, exchange rights, preemptive rights or other rights or commitments or understandings which call for the repurchase or redemption, or issuance, sale, pledge or other disposition of any of the Purchased Units or any securities convertible into, or other rights to acquire, any Purchased Units. None of the Purchased Units will be subject to any proxies, voting trusts, transfer restrictions (other than transfer restrictions under applicable securities Laws, if any) or other similar arrangements that relate to the voting or control of the Purchased Units. As of the Closing, Newco will be a direct wholly owned Subsidiary of Seller and, immediately following and upon the consummation of the Reorganization and as of the Closing, Newco will directly or indirectly own (beneficially and of record), and hold good and valid title to, all of the issued and outstanding membership interests or other outstanding equity interests in or voting securities of each Transferred Entity (other than Newco) (the “Transferred Entity Equity Interests”) free and clear of all Liens. (b) Section 3.2(b) of the Seller Disclosure Schedule sets forth (i) a complete and correct list of all of the Transferred Entities, (ii) their respective jurisdictions of organization and (iii) for each Transferred Entity, as of the date hereof and as of the Closing (after giving effect to the Reorganization), (A) the number of authorized, issued and outstanding shares of capital stock or other equity interests in or voting securities of each such Person, (B) the name of each record and beneficial owner thereof, together with the number of such shares of capital stock or other equity interests or voting securities owned by such owner as of the date of this Agreement and as of the Closing (after giving effect to the Reorganization), and (C) the number of such shares of capital stock or other equity interests in or voting securities held in treasury. The Transferred Entity Equity Interests (i) are and, after giving effect to the Reorganization, will be duly authorized, validly issued, fully paid and nonassessable, (ii) comprise and, after giving effect to the Reorganization, will comprise all of the issued and outstanding capital stock, equity interests or voting securities of the Transferred Entities, (iii) are and, after giving effect to the Reorganization, will be, owned beneficially and of record solely by Seller or a Transferred Entity, in each case, free and clear of all Liens (attributable to Parent, the Sellers or the Transferred Entities other than Permitted Liens and transfer restrictions under applicable securities LawsLiens. (b) Except for the Shares, if any)(i) there are no Equity Interests of any Transferred Entity issued or outstanding, and (ivii) are not and, after giving effect to the Reorganization, will not be subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Other than this Agreement, there are no andpreemptive, after giving effect to the Reorganization, there will not be any preemptive anti-dilution or other outstanding rights, rights agreements, shareholder rights plans, subscriptions, options, restricted shares, restricted stock units, phantom stock, calls, warrants, stock appreciation rights, phantom equity or similar rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other Contracts, agreements, arrangements or commitments of ownership interest in any character to which Seller or the Transferred Entities (or any of their respective Affiliates) is a party relating to the issued or unissued share capital, equity interests or voting securities of any of the Transferred Entities Entity or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right, directly or indirectly (whether with or without the occurrence of any contingency), right to subscribe for or acquire, any securities, capital stock or other equity interests securities of any Transferred Entity, and no securities, capital stock or other equity interests securities evidencing such rights are authorized, issued or outstanding. (c) No . There are no outstanding obligations of any Transferred Entity has to repurchase, redeem or otherwise acquire or retire for value any outstanding bondsShares. There are no statutory or contractual equity holder preemptive or similar rights, debenturesrights of first refusal, notes rights of first offer, voting agreements, voting trusts, proxy or registration rights or registration rights agreements or other obligations agreements with respect to the holders of which have Shares. Except for the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders or holders of capital stockShares and as set forth in Section 4.4(b), equity interests or voting securities of such no Transferred Entity on any matter. (dx) None of the Transferred Entities owns, directly or indirectly, any capital stock, equity interests or voting securities or has any other investment, including debt interests, Equity Interest in any Person other than another Transferred Entity. or (ey) There are no proxies, voting trusts or other agreements or understandings to which Seller or any Transferred Entity is a party with respect to the voting of the Purchased Units any joint venture, partnership or similar relationship, or buy-sell agreement, stockholders’ agreement or similar Contract. Each Transferred Entity has not violated any applicable federal or state securities Laws or any equity interests in any Transferred Entity. (f) As of the Closingpreemptive or similar rights created by statute, (i) Newco will be a holding company that has never had any operations (other than administrative operations as a holding company of the Transferred Entities and Organizational Document or agreement in connection with the Reorganization) prior to its acquisition offer, sale, issuance or allotment of any of the assets (including all of the equity interests in the Transferred Entities) contributed to Newco in connection with the Reorganization (the “Contributed Assets”), (ii) ownership of the Contributed Assets and any steps contemplated by the Reorganization will be the only business operation carried on by Newco, (iii) Seller and its Affiliates will have duly and validly transferred and assigned the Contributed Assets to Newco and Newco will have assumed and accepted from Seller all of the Contributed Assets in accordance with applicable Law and free and clear of all Liens (other than Permitted Liens), (iv) Newco (A) will not have any assets other than the Contributed Assets (including the Shares. Each Transferred Entity Equity Interests) and (B) will has no liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not have any Liabilities other than those incurred pursuant to its operation of the Business in the ordinary course consistent with past practice since the consummation of the Reorganization, and (v) Newco will not be party to any Contracts (including any oral Contracts), other than those entered into in accordance with the Reorganizationdeclared or accumulated.

Capitalization of the Transferred Entities. (a) As of the Closing, Seller will be the record and beneficial owner of all of the Purchased Units, free and clear of all Liens. All of the Purchased Units will have been duly authorized, validly issued, fully paid and non-assessable and will constitute all of the outstanding capital stock of Newco. There will be no warrants, options, agreements, calls, conversion rights, exchange rights, preemptive rights or other rights or commitments or understandings which call for the repurchase or redemption, or issuance, sale, pledge or other disposition of any of the Purchased Units or any securities convertible into, or other rights to acquire, any Purchased Units. None of the Purchased Units will be subject to any proxies, voting trusts, transfer restrictions (other than transfer restrictions under applicable securities Laws, if any) or other similar arrangements that relate to the voting or control of the Purchased Units. As of the Closing, Newco will be a direct wholly owned Subsidiary of Seller and, immediately following the consummation of the Reorganization and as of the Closing, Newco will directly or indirectly own (beneficially and of record), and hold good and valid title to, all of the issued and outstanding membership interests or other outstanding equity interests in or voting securities of each Transferred Entity (other than Newco) (the “Transferred Entity Equity Interests”) free and clear of all Liens. (b) Set forth on Section 3.2(b3.2(a) of the Seller Parent Disclosure Schedule sets forth is, (i) a complete and correct list of all of the Transferred Entities, (ii) their respective jurisdictions of organization and (iii) for each Transferred Entity, as of the date hereof hereof, and as of the Closing (ii) after giving effect to the Reorganization)Pre-Closing Restructuring and as of immediately prior to the Closing, (A) the number or percentage held by the Sellers of authorized, issued and outstanding shares of capital stock or other equity interests in or voting securities of Shares for each such Person, (B) the name of each record and beneficial owner thereof, together with the number of such shares of capital stock or other equity interests or voting securities owned by such owner as of the date of this Agreement and as of the Closing (after giving effect to the Reorganization), and (C) the number of such shares of capital stock or other equity interests in or voting securities held in treasury. The Transferred Entity Equity Interests (i) are and, after giving effect to the Reorganization, will be duly authorized, validly issued, fully paid and nonassessable, (ii) comprise and, after giving effect to the Reorganization, will comprise all of the issued and outstanding capital stock, equity interests or voting securities of the Transferred EntitiesCompanies, (iii) other than the Transferred Entities that will be formed prior to Closing pursuant to Section 5.19. The outstanding Shares are and, after giving effect to the Reorganization, will be, owned beneficially and of record solely by Seller or a Transferred Entity, in each case, the Sellers free and clear of all Liens (other than Permitted Liens and transfer restrictions under applicable securities Laws, if anyLiens), and in the amounts or percentages set forth, on Section 3.2(a). The Shares (ivi) are duly authorized, validly issued, fully paid and nonassessable and (ii) were not and, after giving effect to the Reorganization, will not be subject to issued in violation of any purchase option, or call option, right of first refusal, preemptive subscription right, subscription preemptive right or any similar rightrights. Other The equity owners of each Transferred Entity (other than this Agreementthe Transferred Entities that will be formed prior to Closing pursuant to Section 5.19, which, in each case, will be owned as of the Closing as set forth on Section 5.19 of the Parent Disclosure Schedule) as of the date hereof are listed on Section 3.2(b) of the Parent Disclosure Schedule. Except for the Shares and any interest held by a Transferred Entity, there are no andshares of common stock, after giving effect to the Reorganizationpreferred stock or other equity interests of any Transferred Entity issued or outstanding, and there will not be any are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, phantom equity or similar rights, redemption rights, repurchase rights, convertible, exercisable, exercisable or exchangeable securities or other Contracts, agreements, arrangements or commitments of ownership interest in any character to which Seller or the Transferred Entities (or any of their respective Affiliates) is a party relating to the issued or unissued share capital, equity interests or voting securities of any of the Transferred Entities Entity or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right, directly or indirectly (whether with or without the occurrence of any contingency), right to subscribe for or acquire, any securities, capital stock or other equity interests securities of any Transferred Entity, and no securities, capital stock or other equity interests securities evidencing such rights are authorized, issued or outstanding. (c) No . None of the Transferred Entity Entities has any outstanding bonds, debentures, notes or other obligations that provide the holders of which have thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders or holders of capital stock, equity interests or voting securities of such Transferred Entity on any matter. (d) None of the Transferred Entities owns, directly or indirectly, any capital stock, equity interests or voting securities or has any other investment, including debt interests, in any Person other than another Transferred Entity. (e) There are no proxies, voting trusts or other agreements or understandings to which Seller or any Transferred Entity is a party with respect to the voting of the Purchased Units or any equity interests in any Transferred Entity. (f) As of the Closing, (i) Newco will be a holding company that has never had any operations (other than administrative operations as a holding company of the Transferred Entities and in connection with the Reorganization) prior to its acquisition of the assets (including all of the equity interests in the Transferred Entities) contributed to Newco in connection with the Reorganization (the “Contributed Assets”), (ii) ownership of the Contributed Assets and any steps contemplated by the Reorganization will be the only business operation carried on by Newco, (iii) Seller and its Affiliates will have duly and validly transferred and assigned the Contributed Assets to Newco and Newco will have assumed and accepted from Seller all of the Contributed Assets in accordance with applicable Law and free and clear of all Liens (other than Permitted Liens), (iv) Newco (A) will not have any assets other than the Contributed Assets (including the Transferred Entity Equity Interests) and (B) will not have any Liabilities other than those incurred pursuant to its operation of the Business in the ordinary course consistent with past practice since the consummation of the Reorganization, and (v) Newco will not be party to any Contracts (including any oral Contracts), other than those entered into in accordance with the Reorganization.

Capitalization of the Transferred Entities. (a) As of the Closing, Seller will be the record and beneficial owner of all of the Purchased Units, free and clear of all Liens. All of the Purchased Units will have been The Shares are duly authorized, validly issued, fully paid and non-assessable and will constitute all of owned by the outstanding capital stock of Newco. There will be no warrantsSellers, options, agreements, calls, conversion rights, exchange rights, preemptive rights or other rights or commitments or understandings which call for the repurchase or redemption, or issuance, sale, pledge or other disposition of any of the Purchased Units or any securities convertible into, or other rights to acquire, any Purchased Units. None of the Purchased Units will be subject to any proxies, voting trusts, transfer restrictions (other than transfer restrictions under applicable securities Laws, if any) or other similar arrangements that relate to the voting or control of the Purchased Units. As of the Closing, Newco will be a direct wholly owned Subsidiary of Seller and, immediately following the consummation of the Reorganization and as of the Closing, Newco will directly or indirectly own (beneficially and of record)applicable, and hold good and valid title to, all of the issued and outstanding membership interests or other outstanding equity interests in or voting securities of each Transferred Entity (other than Newco) (the “Transferred Entity Equity Interests”) free and clear of all Liens other than Permitted Liens. (b) Section 3.2(b) of . Each Seller is the Seller Disclosure Schedule sets forth (i) a complete and correct list of all of the Transferred Entities, (ii) their respective jurisdictions of organization and (iii) for each Transferred Entity, as of the date hereof and as of the Closing (after giving effect to the Reorganization), (A) the number of authorized, issued and outstanding shares of capital stock or other equity interests in or voting securities of each such Person, (B) the name of each record and beneficial owner thereofof the Shares set forth opposite such Seller’s name on Section 3.4 of the Parent Disclosure Schedule, together with which sets forth the class and number of such shares of capital stock or other equity interests or voting securities owned Shares held by such owner as of the date of this Agreement Seller, and as of the Closing (after giving effect each Seller has good and valid title to the Reorganization), and (C) the number of such shares of capital stock or other equity interests in or voting securities held in treasury. The Transferred Entity Equity Interests (i) are and, after giving effect to the Reorganization, will be duly authorized, validly issued, fully paid and nonassessable, (ii) comprise and, after giving effect to the Reorganization, will comprise all of the issued and outstanding capital stock, equity interests or voting securities of the Transferred Entities, (iii) are and, after giving effect to the Reorganization, will be, owned beneficially and of record solely by Seller or a Transferred Entity, in each caseShares it owns, free and clear of all Liens (other than Permitted Liens and transfer restrictions under applicable securities LawsLiens. Except for the Shares or as otherwise set forth in Section 4.5 of the Parent Disclosure Schedule, if any)(i) there are no Equity Interests of any Transferred Entity issued or outstanding, and (ivii) are not and, after giving effect to the Reorganization, will not be subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Other than this Agreement, there are no and, after giving effect to the Reorganization, there will not be any preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, phantom equity or similar rightsrights of first refusal, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other Contracts, agreements, arrangements Equity Interest or commitments of ownership interest in any character to which Seller or the Transferred Entities (or any of their respective Affiliates) is a party relating to the issued or unissued share capital, equity interests or voting securities of any of the Transferred Entities Entity or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right, directly or indirectly (whether with or without the occurrence of any contingency), right to subscribe for or acquire, any securities, capital stock or other equity interests Equity Interests of any Transferred Entity, and no securities, capital stock or other equity interests Equity Interests evidencing such rights are authorized, issued or outstanding. (c) No . Section 4.5 of the Parent Disclosure Schedule contains a true, correct and complete list of each of the Transferred Entity has any Entities, the jurisdiction of its incorporation or organization and the direct owner of the outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders or holders of capital stock, equity interests or voting securities Equity Interests of such Transferred Entity on any matter. (d) None Entity. Except as set forth in Section 4.5 of the Parent Disclosure Schedule, no Transferred Entities Entity (x) owns, directly or indirectly, any capital stock, equity interests or voting securities or has any other investment, including debt interests, interest in any Person other than or (y) is a party to any joint venture, partnership or similar relationship, or buy-sell agreement, stockholders’ agreement or similar Contract. Except as set forth on Section 4.5 of the Parent Disclosure Schedule, all Equity Interests described on Section 4.5 of the Parent Disclosure Schedule are duly authorized, validly issued, fully paid and non-assessable and owned by another Transferred Entity. (e) There are no proxies, voting trusts or other agreements or understandings to which Seller or any Transferred Entity is a party with respect to the voting of the Purchased Units or any equity interests in any Transferred Entity. (f) As of the Closingas applicable, (i) Newco will be a holding company that has never had any operations (other than administrative operations as a holding company of the Transferred Entities and in connection with the Reorganization) prior to its acquisition of the assets (including all of the equity interests in the Transferred Entities) contributed to Newco in connection with the Reorganization (the “Contributed Assets”), (ii) ownership of the Contributed Assets and any steps contemplated by the Reorganization will be the only business operation carried on by Newco, (iii) Seller and its Affiliates will have duly and validly transferred and assigned the Contributed Assets to Newco and Newco will have assumed and accepted from Seller all of the Contributed Assets in accordance with applicable Law and free and clear of all Liens (other than Permitted Liens). Parent has made available to Purchaser true, (iv) Newco (A) will not have any assets other than complete and correct copies of the Contributed Assets (including Organizational Documents of each of the Transferred Entity Equity Interests) and (B) will not have any Liabilities other than those incurred pursuant to its operation of the Business in the ordinary course consistent with past practice since the consummation of the Reorganization, and (v) Newco will not be party to any Contracts (including any oral Contracts), other than those entered into in accordance with the ReorganizationEntities.

Capitalization of the Transferred Entities. (a) As of the Closing, Seller will be the record and beneficial owner of all of the Purchased Units, free and clear of all Liens. All of the Purchased Units will have been The Transferred Interests are duly authorized, validly issued, fully paid and non-assessable nonassessable and will constitute all of owned by Seller, the outstanding capital stock of Newco. There will be no warrantsSelling Subsidiaries or the Transferred Entities, options, agreements, calls, conversion rights, exchange rights, preemptive rights or other rights or commitments or understandings which call for the repurchase or redemption, or issuance, sale, pledge or other disposition of any of the Purchased Units or any securities convertible into, or other rights to acquire, any Purchased Units. None of the Purchased Units will be subject to any proxies, voting trusts, transfer restrictions (other than transfer restrictions under applicable securities Laws, if any) or other similar arrangements that relate to the voting or control of the Purchased Units. As of the Closing, Newco will be a direct wholly owned Subsidiary of Seller and, immediately following the consummation of the Reorganization and as of the Closing, Newco will directly or indirectly own (beneficially and of record), and hold good and valid title to, all of the issued and outstanding membership interests or other outstanding equity interests in or voting securities of each Transferred Entity (other than Newco) (the “Transferred Entity Equity Interests”) free and clear of all Liens. (b) Liens and have not been issued in violation of any preemptive or similar rights. Except for the Transferred Interests, any interest held by a Transferred Entity or as set forth in Section 3.2(b3.2(a) of the Seller Disclosure Schedule sets forth (i) a complete and correct list of all of the Transferred EntitiesSchedule, (ii) their respective jurisdictions of organization and (iii) for each Transferred Entity, as of the date hereof and as of the Closing (after giving effect to the Reorganization), (A) the number of authorized, issued and outstanding there are no shares of capital stock or other equity interests in of any Transferred Entities authorized, reserved, issued or voting securities of each such Person, (B) the name of each record and beneficial owner thereof, together with the number of such shares of capital stock or other equity interests or voting securities owned by such owner as of the date of this Agreement and as of the Closing (after giving effect to the Reorganization)outstanding, and (C) the number of such shares of capital stock or other equity interests in or voting securities held in treasury. The Transferred Entity Equity Interests (i) are and, after giving effect to the Reorganization, will be duly authorized, validly issued, fully paid and nonassessable, (ii) comprise and, after giving effect to the Reorganization, will comprise all of the issued and outstanding capital stock, equity interests or voting securities of the Transferred Entities, (iii) are and, after giving effect to the Reorganization, will be, owned beneficially and of record solely by Seller or a Transferred Entity, in each case, free and clear of all Liens (other than Permitted Liens and transfer restrictions under applicable securities Laws, if any), and (iv) are not and, after giving effect to the Reorganization, will not be subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Other than this Agreement, there are no and, after giving effect to the Reorganization, there will not be any preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, phantom equity or similar rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other Contracts, agreements, arrangements or commitments of any character to which Seller or the Transferred Entities (or any of their respective Affiliates) is a party relating to the issued or unissued share capital, equity interests capital or voting securities of other ownership interest in any of the Transferred Entities or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right, directly or indirectly (whether with or without the occurrence of any contingency), right to subscribe for or acquire, any securities, capital stock securities or other equity interests of any Transferred Entity, and no securities, capital stock or securities other equity interests evidencing such rights are authorized, issued or outstanding. (c) No . None of the Transferred Entity Entities has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders or holders holder of capital stock, equity interests or voting securities of such Transferred Entity on any matter. (d) None of the Transferred Entities owns, directly or indirectly, any capital stock, equity interests or voting securities or has any other investment, including debt interests, in any Person other than another Transferred Entity. (eb) There are no proxies, voting trusts or other agreements or understandings to which Seller or any Transferred Entity is a party with respect to the voting of the Purchased Units Transferred Interests or any equity interests in any Transferred Entity. (fc) As All Transferred Entities and their respective jurisdictions of organization, and for each Transferred Entity the number of outstanding shares of capital stock or other equity interests in or voting securities of each class and the name of and number of shares or other equity interests in or voting securities owned by each holder (with respect to the identity of any holder that is not a Transferred Entity, the Seller, a Selling Subsidiary, as recorded in the books and records of the Closingapplicable Transferred Entity), are identified in Section 3.2(c) of the Seller Disclosure Schedule. (id) Newco will be a holding company that has never had Except for ownership of other Transferred Entities, no Transferred Entity owns any operations (capital stock, membership interests, security or other than administrative operations as a holding company interest in any other Person. None of the Transferred Entities and in connection with the Reorganization) prior has any written or oral understanding or agreement to its acquisition of the assets provide funds to, or make any investment (including all of the equity interests in the Transferred Entitiesform of a loan, capital contribution or otherwise) contributed to Newco in connection with the Reorganization (the “Contributed Assets”)in, (ii) ownership of the Contributed Assets and any steps contemplated by the Reorganization will be the only business operation carried on by Newco, (iii) Seller and its Affiliates will have duly and validly transferred and assigned the Contributed Assets to Newco and Newco will have assumed and accepted from Seller all of the Contributed Assets in accordance with applicable Law and free and clear of all Liens (other than Permitted Liens), (iv) Newco (A) will not have any assets other than the Contributed Assets (including the Transferred Entity Equity Interests) and (B) will not have any Liabilities other than those incurred pursuant to its operation of the Business in the ordinary course consistent with past practice since the consummation of the Reorganization, and (v) Newco will not be party to any Contracts (including any oral Contracts), other than those entered into in accordance with the ReorganizationPerson.