Common use of Capitalization of Subsidiaries Clause in Contracts

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liens).

Capitalization of Subsidiaries. (a) Section 4.7 All of the Company Disclosure Letter sets forth a true issued and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities outstanding Equity Securities of each Subsidiary of the Company are set forth on Section 4.07(a) of the Company Disclosure Letter. All of the issued and outstanding and (ii) the identity Equity Securities of each Subsidiary of the Persons that Company are the owned of record and beneficial owners thereofbeneficially, directly or indirectly, by the Company. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1) the Governing Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Laws, the Company’s Organizational Documents and the Transaction Documents), and, subject to the Laws of the PRC with respect to the PRC Subsidiaries, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries.

Capitalization of Subsidiaries. (a) Section 4.7 The share capital of each Subsidiary of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicableare set forth on Section 4.07(a) of all equity securities the Company Disclosure Schedules. All of the issued and outstanding Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) the identity are owned of the Persons that are the record and beneficial owners thereofbeneficially, directly or indirectly, by the Company. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1A) the Governing Organizational Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Laws, the Company’s Organizational Documents and the Transaction Agreements), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company Parties issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Company Parties’ Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) to the knowledge of the Company Parties, are free and clear of any Liens (other than Permitted Liensas set forth in the Governing Documents of such Subsidiary and transfer restrictions under applicable securities Laws).

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liens).