Common use of Equity Interests and Ownership Clause in Contracts

Equity Interests and Ownership. The Equity Interests of the Borrowers and the Restricted Subsidiaries (other than LLC Subsidiary) have been duly authorized and validly issued and (to the extent required under the applicable law) are fully paid and non-assessable (in the case of Foreign Subsidiaries, to the extent such concepts are applicable thereto); provided, that in the case of stock options or other equity compensation awards, the requirements of this sentence shall be deemed satisfied if such stock options or other awards have been duly authorized. Except as set forth on Schedule 4.2 or with respect to LLC Subsidiary, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement (including preemptive rights) to which any Borrower or any of the Restricted Subsidiaries is a party requiring, and there is no Equity Interest of any Borrower or any of the Restricted Subsidiaries outstanding which upon conversion or exchange would require, the issuance by any Borrower or any of the Restricted Subsidiaries of any additional Equity Interests of any Borrower or any of the Restricted Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, Equity Interests of any Borrower or any of the Restricted Subsidiaries. Schedule 4.2 correctly sets forth the ownership interests of Lux Holdco, the Borrowers and the Restricted Subsidiaries (other than LLC Subsidiary) as of the Closing Date after giving effect to the Closing Date Acquisition Transactions. The organizational structure and capital structure of Holdings, LLC Subsidiary, the Borrowers and their other Subsidiaries, immediately after giving effect to Closing Date Acquisition Transactions, is as set forth on Schedule 4.2.

Equity Interests and Ownership. The Equity Interests of the Borrowers and the Restricted Subsidiaries (other than LLC Subsidiary) have been duly authorized and validly issued and (to the extent required under the applicable law) are fully paid and non-assessable (in the case of Foreign Subsidiaries, to the extent such concepts are applicable thereto); provided, that in the case of stock options or other equity compensation awards, the requirements of this sentence shall be deemed satisfied if such stock options or other awards have been duly authorized. Except as set forth on Schedule 4.2 or with respect to LLC Subsidiary, as of the date hereofhereofSixth Amendment Effective Date, there is no existing option, warrant, call, right, commitment or other agreement (including preemptive rights) to which any Borrower or any of the Restricted Subsidiaries is a party requiring, and there is no Equity Interest of any Borrower or any of the Restricted Subsidiaries outstanding which upon conversion or exchange would require, the issuance by any Borrower or any of the Restricted Subsidiaries of any additional Equity Interests of any Borrower or any of the Restricted Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, Equity Interests of any Borrower or any of the Restricted Subsidiaries. Schedule 4.2 correctly sets forth the ownership interests of Lux Holdco, the Borrowers and the Restricted Subsidiaries (other than LLC Subsidiary) as of the Closing ClosingSixth Amendment Effective Date after giving effect to the Closing Date Acquisition Transactions. The organizational structure and capital structure of Holdings, LLC Subsidiary, the Borrowers and their other Subsidiaries, immediately after giving effect to Closing Date Acquisition AcquisitionQualified Borrower IPO, the other Qualified Borrower IPO/Reorganization Transactions, is as set forth on Schedule 4.24.2 and the Sixth Amendment.