Common use of Capitalization; Subsidiaries; Investments Clause in Contracts

Capitalization; Subsidiaries; Investments. (a) 179,162,623 Class A Units of the Company are issued and outstanding. No Class A Preferred Units of the Company or Class B Units of the Company are issued and outstanding. Except as set forth in this Section 4.5(a), there are no issued, reserved for issuance or outstanding, or any outstanding agreements, instruments or understandings obligating the Company to issue, sell or deliver (or cause to be issued, sold or delivered) any, (i) membership interests or other voting securities of or ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable for membership interests or other voting securities of or ownership interests in the Company, (iii) warrants, calls, options or other rights to acquire from the Company, or other obligation of the Company to issue, any membership interests, or other ownership interests in the Company or any securities convertible into or exchangeable for membership interests or other ownership interests in the Company or (iv) restricted units, unit appreciation rights, performance units, profits interests or similar securities or rights that are derivative of, or provide economic benefits based on the value or price of any membership interests or other voting securities of or ownership interests in the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). Schedule 4.5(a) sets forth (i) each issued and outstanding Company Security, including the type of Company Security and the record holder thereof, and (ii) all issued and outstanding SARs. Except for the LLC Agreement, neither the Company nor, to the Knowledge of the Company, any holder of Units, is a party to any securityholder agreement, voting trust agreement, investor rights agreement, registration rights agreement or any other similar Contract restricting or otherwise relating to the issuance, voting, dividend, ownership, registration or transfer rights of any Units. The Units were offered, issued, sold and delivered in accordance with the registration or qualification provisions of the Securities Act of 1933 (the “Securities Act”) and any relevant state securities Laws, or pursuant to valid exemptions therefrom, and, except as set forth in the LLC Agreement, are not subject to preemptive rights created by statute or any Contract.

Capitalization; Subsidiaries; Investments. (ac) 179,162,623 Class A Units of the Company are issued and outstanding. No Class A Preferred Units of the Company or Class B Units of the Company are issued and outstanding. Except as set forth in this Section 4.5(a), there are no issued, reserved for issuance or outstanding, or any outstanding agreements, instruments or understandings obligating the Company to issue, sell or deliver (or cause to be issued, sold or delivered) any, (i) membership interests or other voting securities of or ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable for membership interests or other voting securities of or ownership interests in the Company, (iii) warrants, calls, options or other rights to acquire from the Company, or other obligation of the Company to issue, any membership interests, or other ownership interests in the Company or any securities convertible into or exchangeable for membership interests or other ownership interests in the Company or (iv) restricted units, unit appreciation rights, performance units, profits interests or similar securities or rights that are derivative of, or provide economic benefits based on the value or price of any membership interests or other voting securities of or ownership interests in the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). Schedule 4.5(a) sets forth (i) each issued and outstanding Company Security, including the type of Company Security and the record holder thereof, and (ii) all issued and outstanding SARs. Except for the LLC Agreement, neither the Company nor, to the Knowledge of the Company, any holder of Units, is a party to any securityholder agreement, voting trust agreement, investor rights agreement, registration rights agreement or any other similar Contract restricting or otherwise relating to the issuance, voting, dividend, ownership, registration or transfer rights of any Units. The Units were offered, issued, sold and delivered in accordance with the registration or qualification provisions of the Securities Act of 1933 (the “Securities Act”) and any relevant state securities Laws, or pursuant to valid exemptions therefrom, and, except as set forth in the LLC Agreement, are not subject to preemptive rights created by statute or any Contract.