Immediately prior to the Closing, the authorized share capital of the Company consists of unlimited Class A Shares, unlimited Class B Shares, unlimited preference shares, issuable in series, 5,000 Series 1 preference shares, 700,000 Series 2 preference shares, an unlimited number of Series 3 preference shares, 95,000 Series 4 preference shares, an unlimited number of Series 5 preference shares, 50,000 Series 6 preference shares, and an unlimited number of Series 7 preference shares. As of March 12, 2019, there were (i) 57,607,825 Class A Shares issued and outstanding, (ii) 3,755 Class B Shares issued and outstanding, (iii) no Series 1 preference shares issued and outstanding; (iv) no Series 2 preference shares issued and outstanding; (v) no Series 3 preference shares issued and outstanding; (vi) 95,000 Series 4 preference shares issued and outstanding; (vii) no Series 5 preference shares issued and outstanding; (viii) no Series 6 preference shares issued and outstanding; (ix) no Series 7 preference shares issued and outstanding; (x) 1,873,744 Class A Shares underlying outstanding awards under the Company’s 2005 Stock Incentive Plan, the Company’s 2008 Key Partner Incentive Plan, the Company’s 2011 Stock Incentive Plan, the Company’s 2016 Stock Incentive Plan and the Company’s Stock Appreciation Rights Plan; (xi) 3,352,622 Class A Shares available for issuance under the Company’s employee or director employment, compensation, incentive and/or benefit plans, programs, policies, agreements or other arrangements; and (xii) no outstanding options issued to an independent director under the 2005 Stock Incentive Plan. Since March 12, 2019, (A) the Company has only issued options, restricted stock units or other rights to acquire Class A Shares, and incurred obligations to issue Class A Shares as deferred consideration for acquisitions, in the ordinary course of business consistent with past practice and (B) the only shares of capital stock issued by the Company were pursuant to options, restricted stock units, obligations to pay deferred consideration for acquisitions and other rights to purchase Class A Shares. All outstanding Company Common Shares and capital stock of Significant Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right. Except as set forth above, the Company has not issued any securities, the holders of which have the right to vote with the shareholders of the Company on any matter. Except as provided in this Agreement, and except as set forth in or contemplated by this Section 3.01(b) or as reflected under “redeemable noncontrolling interests” or “noncontrolling interests” in the unaudited consolidated financial statements of the Company set forth in the Draft 10-K, there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements or commitments obligating the Company or any Significant Subsidiary to issue, transfer or sell, or cause to be issued, transferred or sold, any capital stock of the Company or such Significant Subsidiary or any securities convertible into or exchangeable for such capital stock or similar profit participation rights and there are no current outstanding contractual obligations of the Company or any Significant Subsidiary to repurchase, redeem or otherwise acquire any of its shares of capital stock or any securities convertible into or exchangeable for such capital stock or similar profit participation rights, in each case other than in relation to obligations to pay deferred acquisition consideration as set forth in the Draft 10-K. The Letter sets forth the Company’s percentage (rounded to the nearest whole number) aggregate direct or indirect record and beneficial ownership of each Significant Subsidiary as of the date hereof.