Common use of Company and Subsidiaries; Capitalization Clause in Contracts

Company and Subsidiaries; Capitalization. Schedule 4.3 sets forth a true and correct list of the holders of 5% or more of the Capital Stock of Parent and its Subsidiaries as of the date hereof. As of the date hereof, Parent has the number of authorized, issued and outstanding shares of common stock and preferred stock (including the Series A Preferred Stock) as set forth on Schedule 4.3. As of the date hereof, all of the issued and outstanding Capital Stock of Parent has been duly authorized, validly issued and is fully paid and nonassessable. As of the date hereof, all of the issued and outstanding Capital Stock of the Company has been duly authorized, validly issued and is fully paid and nonassessable, and all of such Capital Stock of the Company is owned by Parent. Schedule 4.3 sets forth a true and correct list of every Subsidiary of the Company as of the date hereof. Each such Subsidiary is, directly or indirectly, 100% owned by the Company, except as otherwise described on Schedule 4.3. Except as set forth on Schedule 4.3, as of the date hereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, employee stock plans or other similar agreements or understandings for the purchase or acquisition of any shares of Capital Stock or other securities of Parent or any of its Subsidiaries. The Guarantors constitute all of the License Subsidiaries and Material Subsidiaries.

Company and Subsidiaries; Capitalization. Schedule 4.3 sets forth a true and correct list of the holders of 5% or more of the Capital Stock of Parent the Company and its Subsidiaries as of the date hereofClosing Date. As Upon consummation of the date hereofTransactions to be consummated on the Closing Date, Parent has (i) there will be 491,042,171 LLC Units issued and outstanding, (ii) the maximum number of authorizedadditional LLC Units issuable pursuant to the options, issued warrants and outstanding shares of common stock and preferred stock (including the Series A Preferred Stock) as other rights set forth on Schedule 4.3. As of the date hereof, 4.3 will be59,770,125 and (iii) all of the issued and outstanding Capital Stock of Parent has the Company shall have been duly authorized, authorized and validly issued and is fully paid and nonassessableissued. As Upon consummation of the date hereofConversion and upon issuance of the Warrants or the Purchaser Units, as applicable, all of the issued and outstanding Capital Stock of the Company has and, if applicable, the Parent shall have been duly authorizedauthorized and validly issued, validly issued and is fully paid and nonassessable, and all of such Capital Stock of the Company is shall be owned by the Parent. Schedule 4.3 sets forth a true and correct list of every Subsidiary of the Company as of the date hereofClosing Date. Each such Subsidiary is, directly or indirectly, 100% owned by the Company, Company except as otherwise described on Schedule 4.3. Except as set forth on Schedule 4.3, as of the date hereofClosing Date, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, employee stock plans or other similar agreements or understandings for the purchase or acquisition of any shares of Capital Stock or other securities of Parent the Company or any of its Subsidiaries. The Guarantors constitute all of the License Subsidiaries and Material Subsidiaries.