Common use of Acquired Subsidiaries Clause in Contracts

Acquired Subsidiaries. Set forth in SECTION 5.7 of the Company Disclosure Letter for each Acquired Subsidiary is (a) its name and jurisdiction of creation, formation, or organization, (b) if such Acquired Subsidiary is a corporation, (i) the number of authorized Equity Interests of each class of its Equity Interests, (ii) the number of issued and outstanding Equity Interests of each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder, and (iii) the number of Equity Interests held in treasury, and (c) if such Acquired Subsidiary is not a corporation, (i) the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity Interests. All of the issued and outstanding Equity Interests of each Acquired Subsidiary (A) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable and (B) that is not a corporation have (i) been duly created pursuant to the Laws of the jurisdiction of such Acquired Subsidiary, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Acquired Subsidiary, and (iii) except as expressly contemplated by the Organizational Documents governing such Acquired Subsidiary, are fully paid and non-assessable and require no further capital contribution. The Acquired Entities hold of record and own beneficially all of the outstanding Equity Interests of the Acquired Subsidiaries, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Equity Commitments exist with respect to any Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the Transactions. There are no outstanding or authorized Equity Commitments with respect to any Acquired Subsidiary or its Equity Interests. There are no Contracts with respect to the voting or transfer of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary is obligated to redeem or otherwise acquire any of its Equity Interests. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired Subsidiary.

Acquired Subsidiaries. Set Schedule 4.7 sets forth in SECTION 5.7 of the Company Disclosure Letter for each Acquired Subsidiary is Subsidiary: (a) its name and jurisdiction of creation, formation, or organization, (b) if such Acquired Subsidiary is a corporation, (i) the number of authorized Equity Interests of each class of its Equity Interests, (iic) the number of issued and outstanding Equity Interests of each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder, and (iiid) the number of shares of its Equity Interests held in treasury, and (ce) if such Acquired Subsidiary is not a corporation, (i) the class of Equity Interests created under such Acquired Subsidiary's ’s Organizational Documents and (ii) the holder(s) of such Equity Interests. All of the issued and outstanding Equity Interests of each Acquired Subsidiary (A) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable non-assessable and (B) that is not a corporation (x) have (i) been duly created pursuant to the Laws of the jurisdiction of such Acquired Subsidiary, Subsidiary and (iiy) have been issued and paid for in accordance with the Organizational Documents governing such Acquired Subsidiary, and (iii) except as expressly contemplated by the Organizational Documents governing such Acquired Subsidiary, are fully paid and non-assessable and require no further capital contribution. The Acquired Entities hold of record and own beneficially all of the outstanding Equity Interests of the Acquired Subsidiaries, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws)Encumbrances. No Equity Commitments exist or are authorized with respect to any Acquired Subsidiaries or their Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the Transactions. There are no outstanding or authorized Equity Commitments with respect to any Acquired Subsidiary or its Equity Interests. There are no Contracts with respect to the voting or transfer of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary is obligated to redeem or otherwise acquire any of its Equity Interests. No Except as set forth on Schedule 4.7, no Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired Subsidiary.

Acquired Subsidiaries. Set forth in SECTION 5.7 on SCHEDULE 4.7 is a list of the Company Disclosure Letter Company's Subsidiaries (the "ACQUIRED SUBSIDIARIES") and for each Acquired Subsidiary is (a) its name and jurisdiction of creation, formation, or organization, (b) if such Acquired Subsidiary is a corporation, (i) the number of authorized Equity Interests of each class of its Equity Interests, (ii) the number of issued and outstanding Equity Interests of each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder, and (iii) the number of Equity Interests held in treasury, and (c) if such Acquired Subsidiary is not a corporation, (i) the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity Interests. All of the issued and outstanding Equity Interests of each Acquired Subsidiary (A) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable non-assessable and (B) that is not a corporation have (i) have been duly created pursuant to the Laws of the jurisdiction of such Acquired Subsidiary, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Acquired Subsidiary, and (iii) except as expressly contemplated by the Organizational Documents governing such Acquired Subsidiary, are fully paid and non-assessable and require no further capital contribution, loans, or credit support. The Acquired Entities hold of record and own beneficially all of the outstanding Equity Interests of the Acquired Subsidiaries, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Equity Commitments exist or are authorized with respect to any Acquired Subsidiaries or their Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the Transactions. There are no outstanding or authorized Equity Commitments with respect to any Acquired Subsidiary or its Equity Interests. There are no Contracts with respect to the voting or transfer of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary is obligated to redeem or otherwise acquire any of its Equity Interests. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired SubsidiarySubsidiary except San Diego Fresca LLC.

Acquired Subsidiaries. Set forth in SECTION 5.7 of the Company Disclosure Letter for each Acquired Subsidiary is (a) Each of the Acquired Subsidiaries is an entity duly organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing under the laws of its name and jurisdiction of creation, formation, or organization, in the legal form of entity and State as further specified on Schedule 1.1(a). Each of the Acquired Subsidiaries has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as now being conducted. (b) if such Acquired Subsidiary is a corporationThe membership, (i) the number of authorized Equity Interests partnership or other ownership interests of each class of its Equity Interests, (ii) the number of issued and outstanding Equity Interests of each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder, and (iii) the number of Equity Interests held in treasury, and (c) if such Acquired Subsidiary is not a corporation, (i) the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity InterestsSubsidiaries are set forth on Schedule 3.3(b). All of the issued membership, partnership and outstanding Equity Interests other ownership interests of each of the Acquired Subsidiary (A) that is a corporation have been Subsidiaries are owned, beneficially and of record, as set forth on such Schedule 3.3(b), free and clear of any Lien [except for Liens set forth on Schedule 3.3(b), each of which shall be released at or prior to the Closing]. All of the ownership interests of each of the Acquired Subsidiaries are duly authorized and are validly issued, fully paid, paid and nonassessable and (B) that is not a corporation have (i) been duly created pursuant to the Laws nonassessable. No other ownership interests of any of the jurisdiction Acquired Subsidiaries is authorized or outstanding. Upon delivery of such and payment for the Acquired SubsidiarySubsidiary Interests as herein provided, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Acquired Subsidiary, and (iii) except as expressly contemplated by the Organizational Documents governing such Acquired Subsidiary, are fully paid and non-assessable and require no further capital contribution. The Acquired Entities hold of record Purchaser will acquire and own beneficially all and of record one hundred percent (100%) of the outstanding Equity Interests equity of each of the Acquired Subsidiaries, free and clear of any Encumbrances all Liens. (other than restrictions under the Securities Act and state securities Laws). No Equity Commitments exist with respect to any Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the Transactions. c) There are no outstanding securities, options, subscriptions, warrants, calls, rights, commitments or authorized Equity Commitments with respect contracts of any kind to which Seller or any of the Acquired Subsidiary Subsidiaries is a party or its Equity Interests. by which Seller or any of them is bound obligating Seller or any of the Acquired Subsidiaries to issue, deliver, sell, redeem, repurchase, acquire or pay for, or cause to be issued, delivered, sold, redeemed, repurchased, acquired or paid for, equity interests of any of the Acquired Subsidiaries, or obligating any of the Acquired Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment or contract. (d) There are no Contracts voting agreements, proxies, powers of attorney, voting trusts or other similar agreements, arrangements or understandings among the Seller, the Acquired Subsidiaries, or the equity owners of any of the foregoing with respect to the voting rights associated with the equity interests of the Seller or transfer of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary is obligated to redeem or otherwise acquire any of its Equity Interests. No the Acquired Entity controlsSubsidiaries, except as set forth on Schedule 3.3(d). (e) Except as set forth on Schedule 3.3(b), none of the Acquired Subsidiaries owns, directly or indirectly, or has any direct or indirect Equity Interest interest in any Person that is not an Acquired Subsidiaryother Person.

Acquired Subsidiaries. Set forth in SECTION 5.7 on SCHEDULE 6.7 is a list of each Target Company's Subsidiaries (collectively, the Company Disclosure Letter "ACQUIRED SUBSIDIARIES") and for each Acquired Subsidiary is (a) its name and jurisdiction of creation, formation, or organization, (b) if such Acquired Subsidiary is a corporation, (i) the number of authorized Equity Interests of each class of its Equity Interests, (ii) the number of issued and outstanding Equity Interests of each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder, and (iii) the number of Equity Interests held in treasury, and (c) if such Acquired Subsidiary is not a corporation, (i) the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity Interests. Each Acquired Subsidiary is a Private Issuer. All of the issued and outstanding Equity Interests of each Acquired Subsidiary (A) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable and (B) that is not a corporation have (i) have been duly created pursuant to the Laws of the jurisdiction of such Acquired Subsidiary, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Acquired Subsidiary, and (iii) except as expressly contemplated by the Organizational Documents governing such Acquired Subsidiary, are fully paid and non-assessable and require no further capital contribution, loans, or credit support. The Acquired Entities hold of record and own beneficially all of the outstanding Equity Interests of the Acquired Subsidiaries, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Equity Commitments exist or are authorized with respect to any Acquired Subsidiaries or their Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the Transactions. There are no outstanding or authorized Equity Commitments with respect to any Acquired Subsidiary or its Equity Interests. There are no Contracts with respect to the voting or transfer of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary is obligated to redeem or otherwise acquire any of its Equity Interests. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired Subsidiary.

Acquired Subsidiaries. Set forth in SECTION Section 5.7 of the Company Disclosure Letter for ----------- each Acquired Subsidiary is (a) its name and jurisdiction of creation, formation, or organization, (b) if such Acquired Subsidiary is a corporation, (i) the number of authorized Equity Interests of each class of its Equity Interests, (ii) the number of issued and outstanding Equity Interests of each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder, and (iii) the number of Equity Interests held in treasury, and (c) if such Acquired Subsidiary is not a corporation, (i) the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity Interests. All of the issued and outstanding Equity Interests of each Acquired Subsidiary (A) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable and (B) that is not a corporation have (i) been duly created pursuant to the Laws of the jurisdiction of such Acquired Subsidiary, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Acquired Subsidiary, and (iii) except as expressly contemplated by the Organizational Documents governing such Acquired Subsidiary, are fully paid and non-assessable and require no further capital contribution. The Acquired Entities hold of record and own beneficially all of the outstanding Equity Interests of the Acquired Subsidiaries, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Equity Commitments exist with respect to any Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the Transactions. There are no outstanding or authorized Equity Commitments with respect to any Acquired Subsidiary or its Equity Interests. There are no Contracts with respect to the voting or transfer of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary is obligated to redeem or otherwise acquire any of its Equity Interests. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired Subsidiary.the

Acquired Subsidiaries. Set forth in SECTION 5.7 Section 4.5 of the Company Vendor Disclosure Letter for Schedule sets forth with respect to each Acquired Subsidiary is (a) its name and jurisdiction of creation, formation, or organizationincorporation, (b) if such each jurisdiction in which it is qualified to do business as a foreign or extra-provincial corporation, (c) the authorized, issued and outstanding shares of its capital stock, and (d) the holder or holders of all of the issued and outstanding shares of its capital stock. Each Acquired Subsidiary is a corporationcorporation duly organized, (i) validly existing and in good standing under the number of authorized Equity Interests of each class laws of its Equity Interests, (ii) the number jurisdiction of issued incorporation and outstanding Equity Interests of each class of has full authority and corporate power to conduct its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder, and (iii) the number of Equity Interests held in treasury, and (c) if such business as it is currently being conducted. Each Acquired Subsidiary is not duly qualified to do business, and is in good standing, in each jurisdiction where the nature of its properties or business requires such qualification, except for failures to be so qualified which could not, individually or in the aggregate, have a corporation, (i) Material Adverse Effect on the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity InterestsSubsidiaries. All of the issued and outstanding Equity Interests shares of capital stock of each Acquired Subsidiary (A) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable and (B) that is not a corporation have (i) been duly created pursuant to the Laws of the jurisdiction of such Acquired Subsidiary, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Acquired Subsidiary, and (iii) except as expressly contemplated by the Organizational Documents governing such Acquired Subsidiary, are fully paid and non-assessable assessable, and require no further capital contribution. The Acquired Entities hold are owned of record and own beneficially all beneficially, and free of any Liens, by the Vendors or another Acquired Subsidiary (as reflected in Section 4.5 of the outstanding Equity Interests of the Acquired Subsidiaries, free Vendor Disclosure Schedule and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Equity Commitments exist with respect subject to any Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the TransactionsLiens therein noted). There are no preemptive rights or outstanding subscriptions, options, warrants, calls, rights, convertible securities, obligations to make capital contributions or authorized Equity Commitments with respect to any Acquired Subsidiary advances, voting trust arrangements, 25 - 19 - shareholders' agreements or its Equity Interests. There are no Contracts with respect other agreements, commitments or understandings relating to the voting or transfer capital stock of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary Each of Laidxxx Xxxte Systems (Canada) Ltd. and Laidxxx Xxxte Systems Ltd. is obligated to redeem or otherwise acquire any a "private company" within the meaning of its Equity Interests. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired Subsidiarythe Securities Act (Ontario).

Acquired Subsidiaries. Set forth in SECTION 5.7 Section 4.5 of the Company Vendor Disclosure Letter for Schedule sets forth with respect to each Acquired Subsidiary is (a) its name and jurisdiction of creation, formation, or organizationincorporation, (b) if such each jurisdiction in which it is qualified to do business as a foreign or extra-provincial corporation, (c) the authorized, issued and outstanding shares of its capital stock, and (d) the holder or holders of all of the issued and outstanding shares of its capital stock. Each Acquired Subsidiary is a corporationcorporation duly organized, (i) validly existing and in good standing under the number of authorized Equity Interests of each class laws of its Equity Interests, (ii) the number jurisdiction of issued incorporation and outstanding Equity Interests of each class of has full authority and corporate power to conduct its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder, and (iii) the number of Equity Interests held in treasury, and (c) if such business as it is currently being conducted. Each Acquired Subsidiary is not duly qualified to do business, and is in good standing, in each jurisdiction where the nature of its properties or business requires such qualification, except for failures to be so qualified which could not, individually or in the aggregate, have a corporation, (i) Material Adverse Effect on the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity InterestsSubsidiaries. All of the issued and outstanding Equity Interests shares of capital stock of each Acquired Subsidiary (A) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable and (B) that is not a corporation have (i) been duly created pursuant to the Laws of the jurisdiction of such Acquired Subsidiary, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Acquired Subsidiary, and (iii) except as expressly contemplated by the Organizational Documents governing such Acquired Subsidiary, are fully paid and non-assessable assessable, and require no further capital contribution. The Acquired Entities hold are owned of record and own beneficially all beneficially, and free of any Liens, by the Vendors or another Acquired Subsidiary (as reflected in Section 4.5 of the outstanding Equity Interests of the Acquired Subsidiaries, free Vendor Disclosure Schedule and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Equity Commitments exist with respect subject to any Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the TransactionsLiens therein noted). There are no preemptive rights or outstanding subscriptions, options, warrants, calls, rights, convertible securities, obligations to make capital contributions or authorized Equity Commitments with respect to any Acquired Subsidiary advances, voting trust arrangements, shareholders' agreements or its Equity Interests. There are no Contracts with respect other agreements, commitments or understandings relating to the voting or transfer capital stock of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary Each of Laidxxx Xxxte Systems (Canada) Ltd. and Laidxxx Xxxte Systems Ltd. is obligated to redeem or otherwise acquire any a "private company" within the meaning of its Equity Interests. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired Subsidiarythe Securities Act (Ontario).

Acquired Subsidiaries. Set forth in SECTION Section 5.7 of the Company Disclosure Letter for each ----------- Acquired Subsidiary is (a) its name and jurisdiction of creation, formation, or organization, (b) if such Acquired Subsidiary is a corporation, (i) the number of authorized Equity Interests of each class of its Equity Interests, (ii) the number of issued and outstanding Equity Interests of each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder, and (iii) the number of Equity Interests held in treasury, and (c) if such Acquired Subsidiary is not a corporation, (i) the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity Interests. All of the issued and outstanding Equity Interests of each Acquired Subsidiary (A) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable and (B) that is not a corporation have (i) been duly created pursuant to the Laws of the jurisdiction of such Acquired Subsidiary, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Acquired Subsidiary, and (iii) except as expressly contemplated by the Organizational Documents governing such Acquired Subsidiary, are fully paid and non-assessable and require no further capital contribution. The Acquired Entities hold of record and own beneficially all of the outstanding Equity Interests of the Acquired Subsidiaries, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Equity Commitments exist with respect to any Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the Transactions. There are no outstanding or authorized Equity Commitments with respect to any Acquired Subsidiary or its Equity Interests. There are no Contracts with respect to the voting or transfer of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary is obligated to redeem or otherwise acquire any of its Equity Interests. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired Subsidiary.

Acquired Subsidiaries. Set forth in SECTION 5.7 of the Company Disclosure Letter for each Acquired Subsidiary is (a) its name and jurisdiction of creation, formation, or organization, (b) if such Acquired Subsidiary is a corporation, (i) the number of authorized Equity Interests of each class of its Equity Interests, (ii) the number of issued and outstanding Equity Interests of each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder, and (iii) the number of Equity Interests held in treasury, and (c) if such Acquired Subsidiary is not a corporation, (i) the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity Interests. All of the issued and outstanding Equity Interests of each Acquired Subsidiary (A) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable and (B) that is not a corporation have (i) been duly created pursuant to the Laws of the jurisdiction of such Acquired Subsidiary, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Acquired Subsidiary, and (iii) except as expressly contemplated by the Organizational Documents governing such Acquired Subsidiary, are fully paid and non-assessable and require no further capital contribution. The Acquired Entities hold of record and own beneficially all of the outstanding Equity Interests of the Acquired Subsidiaries, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Equity Commitments exist with respect to any Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the Transactions. There are no outstanding or authorized Equity Commitments with respect to any Acquired Subsidiary or its Equity Interests. There are no Contracts with respect to the voting or transfer of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary is obligated to redeem or otherwise acquire any of its Equity Interests. No Acquired Entity controlsowns, directly or indirectly, any capital stock or has any direct or indirect Equity Interest other equity interest in any other Person (other than an Acquired Subsidiary). None of the Acquired Subsidiaries are actively engaged in any business that is not an related to the Business. (b) Schedule 3.9(b) of the Disclosure Schedule lists all of the Acquired Subsidiaries and the owner(s) of the outstanding equity securities of each Acquired Subsidiary. Except for the outstanding equity securities of each Acquired Subsidiary that are owned directly or indirectly by Seller, there are no outstanding or authorized, options, warrants, stock appreciation, phantom stock, profit participation, calls, conversion rights, preemptive rights, co-sale rights, voting rights, registration rights, rights of first refusal, rights relating to the transfer of or other similar rights relating to the equity securities of any Acquired Subsidiary (other than this Agreement). (c) Attached to Schedule 3.9(c) of the Disclosure Schedules are true and complete copies of the internally prepared balance sheet and income statement of the Acquired Subsidiaries on a consolidated basis as, and for the twelve (12) month period ended December 31, 2022 and the three (3) month period ended March 31, 2023 (together, the “Subsidiary Financial Statements”). Except as set forth on Schedule 3.9(c) of the Disclosure Schedules, the Subsidiary Financial Statements present fairly in all material respects the financial condition and results of operations as of the times and for the periods referred to therein for the Acquired Subsidiaries on a consolidated basis. (d) Except as set forth on Schedule 3.9(d) of the Disclosure Schedules, no Acquired Subsidiary has any liability of any nature (whether known or unknown, accrued, absolute, contingent or otherwise, and whether due or to become due and whether based on strict liability, negligence, breach of warranty (express or implied)), required by IFRS to be disclosed or reflected on or reserved on a consolidated balance sheet of the Acquired Subsidiaries (or the notes thereto) prepared in accordance with IFRS, other than (i) those accrued, reflected or reserved against in the Subsidiary Financial Statements; (ii) other current liabilities incurred in the ordinary course of business of the Acquired Subsidiaries since March 31, 2023; or (iii) liabilities incurred in the ordinary course of business under contracts which the Acquired Subsidiaries entered into in the ordinary course of business.

Acquired Subsidiaries. Set forth in SECTION 5.7 of the Company Disclosure Letter for each Acquired Subsidiary is (a) Each of the Acquired Subsidiaries (i) is duly organized, validly existing and in good standing under the laws of its name incorporation; (ii) has all requisite corporate power and jurisdiction authority to own, lease and use its assets and properties and to conduct its business as currently conducted by it; (iii) is duly qualified to do business in all jurisdictions where such qualification is required by local Law in respect of creationthe activities conducted by such Acquired Subsidiary, formation, or organization, except as would not have a Material Adverse Effect. Patrakia has no activity and no material Liabilities and the only asset held by Patrakia are the shares of Magal Spain. EyeTech Ltd. is a wholly owned subsidiary of ESC Baz Ltd. and has no activity and no material Liabilities. (b) if None of the Acquired Subsidiaries is insolvent. There is no outstanding Order, or corporate resolution passed, for the winding up of any of the Acquired Subsidiaries and there are no outstanding cases or proceedings under any applicable insolvency, reorganization, or similar laws in any jurisdiction concerning any of the Acquired Subsidiaries and, to Seller’s Knowledge, no events have occurred which, under applicable law, would justify any such Acquired Subsidiary is a corporation, cases or proceedings. (ic) Section 5.3(c) of the number of authorized Equity Interests Disclosure Schedules sets forth the directors and officers of each class of its Equity Interests, the Acquired Subsidiaries. (iid) The authorized share capital and the number of issued and outstanding Equity Interests share capital of each class the Acquired Subsidiaries, on a fully diluted basis, is as set forth in Section 5.3(d) of its Equity Intereststhe Disclosure Schedules. Except as set forth in Section 5.3(d) of the Disclosure Schedules, the names Subsidiary Shares constitute the only issued and outstanding share capital of the holders thereofAcquired Subsidiaries, on a fully diluted basis, and there are no other shares, options, warrants or other rights of any Person with respect to the number share capital of Equity Interests held by each such holderthe Acquired Subsidiaries, and (iii) the number or any obligations of Equity Interests held in treasury, and (c) if such any Acquired Subsidiary is not a corporation, (i) with respect to the class issuance of Equity Interests created under such share capital of any of the Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity InterestsSubsidiaries to any Person. All of the issued and outstanding Equity Interests of each Acquired Subsidiary (A) that is a corporation have been Shares were duly authorized and are validly issued, fully paid, and nonassessable and (B) that is not a corporation have (i) been duly created pursuant to the Laws of the jurisdiction of such Acquired Subsidiary, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Acquired Subsidiary, and (iii) except as expressly contemplated by the Organizational Documents governing such Acquired Subsidiary, are fully paid and non-assessable without restriction on the right of transfer thereof and require no further capital contribution. The Acquired Entities hold of record and own beneficially all of the outstanding Equity Interests of the Acquired Subsidiaries, Subsidiary Shares are free and clear of any Encumbrances (other than restrictions under Liens. Except as set forth in Section 5.3(d) of the Securities Act and state securities Laws). No Equity Commitments exist with respect to any Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the Transactions. There Disclosure Schedules, there are no outstanding or authorized Equity Commitments with respect to any Acquired Subsidiary or its Equity Interests. There are no Contracts shareholder agreements in place with respect to the voting or transfer Acquired Subsidiaries. Other than as set forth in Section 5.3(d) of the Disclosure Schedules, none of the Acquired Subsidiaries holds any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary is obligated to redeem or otherwise acquire any of its Equity Interests. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest equity interest in any Person that is not an Acquired Subsidiaryother Person.

Acquired Subsidiaries. Set forth in SECTION 5.7 of the Company Disclosure Letter for each Acquired Subsidiary is (a) its name and jurisdiction of creationSchedule 4.3 sets forth, formationwith respect to each Acquired Subsidiary, or organization, (b) if such Acquired Subsidiary is a corporation, (i) the number of authorized Equity Interests of each class of its Equity Interests, (ii) the number of equity interests thereof issued and outstanding Equity Interests of each class of its Equity Interestsoutstanding, the names of the holders thereofall owners of such equity interests, and the number amount of Equity Interests held equity owned by each such holderequity owner. (b) Except as set forth on Schedule 4.3, and (iii) the number of Equity Interests held in treasury, and (c) if such Acquired Subsidiary is not a corporation, (i) the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity Interests. All of the issued and outstanding Equity Interests equity interests of each Acquired Subsidiary (A) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable and (B) that is not a corporation have (i) been duly created pursuant to the Laws of the jurisdiction of such Acquired Subsidiary, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Acquired Subsidiarynon-assessable, and (iii) except as expressly contemplated all such equity interests are owned by the Organizational Documents governing such Acquired Subsidiary, are fully paid and non-assessable and require no further capital contribution. The Acquired Entities hold of record and own beneficially all of the outstanding Equity Interests of the Acquired Subsidiariesapplicable Sellers listed on Schedule 4.3, free and clear of any Encumbrances (Liens, other than restrictions under the Securities Act and state securities Laws)Permitted Liens. No Equity Commitments exist with respect to any Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the Transactions. There are no outstanding or authorized Equity Commitments with respect to any Acquired Subsidiary or its Equity Interests. There are no Contracts with respect to the voting or transfer of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary is obligated to redeem or otherwise acquire any of its Equity Interests. No Acquired Entity controlsExcept as set forth on Schedule 4.3, Graco owns, directly or indirectly, 100.0% of the outstanding equity ownership interests of each Subsidiary Seller. There are no existing options, warrants, calls, rights, or has Contracts or arrangements of any direct nature requiring, and there are no securities of any Acquired Subsidiary outstanding that upon conversion or indirect Equity Interest exchange would require, the issuance of any equity interests of any Acquired Subsidiary or other securities convertible into, exchangeable for, or evidencing the right to subscribe for or purchase any equity interests in any Person that is not an Acquired Subsidiary. Except as set forth in Schedule 4.3, neither Graco nor any of its Affiliates nor, to Sellers’ Knowledge, any other Person is a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer, or other disposition of the ownership interests of any Acquired Subsidiary. Schedule 4.3 lists all Contracts relating in any way to the ownership interests of any Acquired Subsidiary. All of the equity interests of the Acquired Subsidiaries have been issued in compliance with all Applicable Law. (c) Except for Sellers and the Acquired Subsidiaries, no other Affiliates of Graco are engaged in the Liquid Finishing Business. Except for engaging in the Powder Finishing Business, the Acquired Subsidiaries are not engaged in any business other than the Liquid Finishing Business. (d) Graco UK Finishing Brands was formed on June 2, 2011 for the purpose of acquiring the assets of ITW Limited, a company incorporated and registered under the laws of England and Wales, in connection with the transactions contemplated by the ITW Purchase Agreement. Graco UK Finishing Brands did not have any business operations or Liabilities prior to the consummation of the transactions contemplated by the ITW Purchase Agreement. Since the consummation of the transactions contemplated by the ITW Purchase Agreement, Graco UK Finishing Brands has incurred no Liability other than in the ordinary course of the Liquid Finishing Business. Since the consummation of the transactions contemplated by the ITW Purchase Agreement, Graco UK Finishing Brands has not incurred any material Liabilities except for (i) Liabilities disclosed in Schedule 4.21 or on the balance sheet included in the Latest Financial Statements; (ii) Liabilities (other than Debt) arising or incurred in the ordinary course of business since the date of the Latest Financial Statements, consistent with the past practice; (iii) Liabilities under Contracts entered into in the ordinary course of business consistent with past practice (none of which Liabilities results from, arises out of, or relates to any material breach thereof or default thereunder); and (iv) Liabilities incurred in connection with the transactions contemplated by this Agreement.

Acquired Subsidiaries. Set forth in SECTION 5.7 of the Company Disclosure Letter for each Acquired Subsidiary is (a) its name and jurisdiction of creation, formation, or organization, (bSchedule 3.2(a) if such Acquired Subsidiary is a corporation, (i) sets forth the number of authorized Equity Interests of each class of its Equity Interests, (ii) the number of issued and outstanding Equity Interests of each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder, and (iii) the number of Equity Interests held in treasury, and (c) if such Acquired Subsidiary is not a corporation, (i) the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity Interests. All of the issued and outstanding Equity Interests unaudited balance sheets of each Acquired Subsidiary as of June 30, 1997 (A) that each a "Acquired Subsidiary Balance Sheet"). Each Acquired Subsidiary Balance Sheet is a corporation correct in all material respects and have been duly authorized prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and are validly issuedconsistent with each other, fully paidexcept that they do not contain footnotes as required by GAAP. Each Acquired Subsidiary Balance Sheet presents fairly the financial condition, operating results and nonassessable cash flows of the Acquired Subsidiary as of the dates and during the periods indicated therein, subject to normal year-end adjustments, which will not be material in amount or significance. (Bb) that is Except as set forth in Schedule 3.8, none of the Acquired Subsidiaries has any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other (whether or not a corporation have required to be reflected in financial statements in accordance with GAAP), which (i) has not been duly created pursuant reflected in the relevant Acquired Subsidiary Balance Sheet, or (ii) is material to the Laws of the jurisdiction of such Acquired Subsidiary, whether or not arising in the Ordinary Course of Business. (iic) have been issued and paid for in accordance with Except as set forth on Schedule 3.14, none of the Organizational Documents governing Acquired Subsidiaries is party to any agreement, contract or commitment that is material to such Acquired Subsidiary. (d) Each Acquired Subsidiary is duly organized, and validly existing under the laws of its respective jurisdiction. Each Acquired Subsidiary has the corporate power to own its properties and to carry on its business as now being conducted. Each Acquired Subsidiary is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect. Miro has delivered a true and correct copy of the respective organizational documents of each Acquired Subsidiary which under its proper law are equivalents of a memorandum and/or certificate of incorporation and by laws and, as relevant, an actual excerpt from the Commercial Register, as amended to date (iiithe "Charter"). Schedule 3.2(d) except as expressly contemplated by lists the Organizational Documents governing such Managing Directors, executive officers and members of the Board of Directors [other titles] of each Acquired Subsidiary, are fully paid and non-assessable and require no further capital contribution. The Acquired Entities hold of record and own beneficially all of the outstanding Equity Interests . (e) Each of the Acquired Subsidiaries, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Equity Commitments exist with respect to any Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the Transactions. There are no outstanding or authorized Equity Commitments with respect to any Acquired Subsidiary or its Equity Interests. There are no Contracts with respect to the voting or transfer of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary is obligated to redeem or otherwise acquire any of its Equity Interests. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired Subsidiarya positive net worth.