WCAS Blocker Capitalization Sample Clauses

WCAS Blocker Capitalization. (i) As of the Closing Date, after giving effect to the WCAS Blocker Reorganization, the issued and outstanding equity capital of WCAS Blocker will be as described on Schedule C. After giving effect to the WCAS Blocker Reorganization, the WCAS Transferred Blocker Units will be duly authorized, validly issued and fully paid Class A Common Units, par value $0.01 per unit, of WCAS Blocker. The WCAS Transferred Blocker Units will not be issued in violation of any applicable Laws and are not subject to preemptive rights, purchase options, call options, rights of first refusal, tag-along rights, drag-along rights, or restrictions on transfer or other similar rights. (ii) There are no (x) outstanding subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, convertible or exchangeable securities, plans or other agreements providing for the purchase, issuance, transfer, redemption or sale of any equity securities of any kind of the WCAS Blocker, (y) outstanding obligations, contingent or otherwise, of WCAS Blocker to repurchase, redeem or otherwise acquire any Blocker Shares or (z) voting trusts, proxies or other Contracts with respect to the voting or transfer of Blocker Shares by which WCAS Blocker or any WCAS Seller is bound.