Common use of Capital Stock of Subsidiaries Clause in Contracts

Capital Stock of Subsidiaries. The only direct or indirect subsidiaries of Xxxxxxxxx are those listed in Section 6.2 of the Disclosure Statement previously delivered by Xxxxxxxxx to Shared Technologies (the "Disclosure Statement"). Xxxxxxxxx is directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 6.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its sub- sidiaries, there are no proxies with respect to such shares, and no equity securities of any of such subsidiaries are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights con- vertible into or exchangeable for, shares of any capital stock of any such subsidiary, and there are no contracts, commit- ments, understandings or arrangements by which any such subsid- iary is bound to issue additional shares of its capital stock or securities convertible into or exchangeable for such shares. Other than as set forth in Section 6.2 of the Disclosure State- ment, all of such shares so owned by Xxxxxxxxx are validly issued, fully paid and nonassessable and are owned by it free and clear of any claim, lien or encumbrance of any kind with respect thereto. Except as disclosed in Section 6.2 of the Disclosure Statement, Xxxxxxxxx does not directly or indirectly own any interest in any corporation, partnership, joint venture or other business association or entity.

Capital Stock of Subsidiaries. The only direct or indirect subsidiaries of Xxxxxxxxx Shared Technologies are those listed in Section 6.2 5.2 of the Disclosure Statement previously delivered by Xxxxxxxxx to Shared Technologies to Fairchild (the "Disclosure Statement"). Xxxxxxxxx Shared Technologies is directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 6.2 5.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its sub- sidiariessubsidiaries, there are no proxies with respect to such shares, and no equity securities of any of such subsidiaries subsidiar- ies are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities securi- ties or rights con- vertible convertible into or exchangeable for, shares of any capital stock of any such subsidiary, and there are no contractscon- tracts, commit- mentscommitments, understandings or arrangements by which any such subsid- iary subsidiary is bound to issue additional shares of its capital stock or securities convertible into or exchangeable for such shares. Other than as set forth in Section 6.2 5.2 of the Disclosure State- mentStatement, all of such shares so owned by Xxxxxxxxx Shared Technologies are validly issued, fully paid and nonassessable and are owned by it free and clear of any claim, lien or encumbrance encum- brance of any kind with respect thereto. Except as disclosed in Section 6.2 5.2 of the Disclosure Statement, Xxxxxxxxx Shared Technologies does not directly or indirectly own any interest in any corporationcorpo- ration, partnership, joint venture or other business association associa- tion or entity.

Capital Stock of Subsidiaries. The only direct or indirect subsidiaries of Xxxxxxxxx the Company are those listed in Section 6.2 5.2 of the Disclosure Statement previously delivered by Xxxxxxxxx the Company to Shared Technologies Acquiror (the "Disclosure Statement"). Xxxxxxxxx The Company is directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 6.2 5.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its sub- sidiariessubsidiaries, there are no proxies with respect to such shares, and no equity securities of any of such subsidiaries are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights con- vertible convertible into or exchangeable for, shares of any capital stock of any such subsidiary, and there are no contracts, commit- mentscommitments, understandings or arrangements by which any such subsid- iary subsidiary is bound to issue additional shares of its capital stock or securities convertible into or exchangeable for such shares. Other than as set forth in Section 6.2 5.2 of the Disclosure State- mentStatement, all of such shares so owned by Xxxxxxxxx the Company are validly issued, fully paid and nonassessable and are owned by it free and clear of any claim, lien or encumbrance of any kind with respect thereto. Except as disclosed in Section 6.2 5.2 of the Disclosure Statement, Xxxxxxxxx the Company does not directly or indirectly own any interest in any corporation, partnership, joint venture or other business association or entity.

Capital Stock of Subsidiaries. The only direct or indirect subsidiaries of Xxxxxxxxx Shared Technologies are those listed in Section 6.2 5.2 of the Disclosure Statement previously delivered by Xxxxxxxxx to Shared Technologies to Fairchild (the "Disclosure Statement"). Xxxxxxxxx Shared Technologies is directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 6.2 5.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its sub- sidiariessubsidiaries, there are no proxies with respect to such shares, and no equity securities of any of such subsidiaries are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights con- vertible convertible into or exchangeable for, shares of any capital stock of any such subsidiary, and there are no contracts, commit- mentscommitments, understandings or arrangements by which any such subsid- iary subsidiary is bound to issue additional shares of its capital stock or securities convertible into or exchangeable for such shares. Other than as set forth in Section 6.2 5.2 of the Disclosure State- mentStatement, all of such shares so owned by Xxxxxxxxx Shared Technologies are validly issued, fully paid and nonassessable and are owned by it free and clear of any claim, lien or encumbrance of any kind with respect thereto. Except as disclosed in Section 6.2 5.2 of the Disclosure Statement, Xxxxxxxxx Shared Technologies does not directly or indirectly own any interest in any corporation, partnership, joint venture or other business association or entity.

Capital Stock of Subsidiaries. The only direct or indirect ----------------------------- subsidiaries of Xxxxxxxxx Company are those listed in Section 6.2 3.2 of the Disclosure Statement previously delivered by Xxxxxxxxx Company to Shared Technologies Parent (the "Disclosure ---------- Statement"). Xxxxxxxxx Company is directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 6.2 3.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its sub- sidiariessubsidiaries, there are no proxies with respect to such shares, and no equity securities of any of such subsidiaries are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights con- vertible convertible into or exchangeable for, shares of any capital stock of any such subsidiary, and there are no contracts, commit- mentscommitments, understandings or arrangements by which any such subsid- iary subsidiary is bound to issue additional shares of its capital stock or securities convertible into or exchangeable for such shares. Other than as set forth in Section 6.2 3.2 of the Disclosure State- mentStatement, all of such shares so owned by Xxxxxxxxx Company are validly issued, fully paid and nonassessable and are owned by it free and clear of any claim, lien or encumbrance of any kind with respect thereto. Except as disclosed in Section 6.2 3.2 of the Disclosure Statement, Xxxxxxxxx Company does not directly or indirectly own any interest in any corporation, partnership, joint venture or other business association or entity.

Capital Stock of Subsidiaries. The only direct or indirect subsidiaries of Xxxxxxxxx Company are those listed in Section 6.2 3.2 of the Disclosure Statement previously delivered by Xxxxxxxxx Company to Shared Technologies Parent (the "Disclosure StatementDISCLOSURE STATEMENT"). Xxxxxxxxx Company is directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 6.2 3.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its sub- sidiariessubsidiaries, there are no proxies with respect to such shares, and no equity securities of any of such subsidiaries are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights con- vertible convertible into or exchangeable for, shares of any capital stock of any such subsidiary, and there are no contracts, commit- mentscommitments, understandings or arrangements by which any such subsid- iary subsidiary is bound to issue additional shares of its capital stock or securities convertible into or exchangeable for such shares. Other than as set forth in Section 6.2 3.2 of the Disclosure State- mentStatement, all of such shares so owned by Xxxxxxxxx Company are validly issued, fully paid and nonassessable and are owned by it free and clear of any claim, lien or encumbrance of any kind with respect thereto. Except as disclosed in Section 6.2 3.2 of the Disclosure Statement, Xxxxxxxxx Company does not directly or indirectly own any interest in any corporation, partnership, joint venture or other business association or entity.