Common use of Capitalization of Subsidiaries Clause in Contracts

Capitalization of Subsidiaries. The authorized and outstanding Equity Interests and Second Tier Equity Interests of each of the Subsidiaries, as the case may be, are set forth in Section 3.1(h) of the Disclosure Schedule. All of the Equity Interests and Second Tier Equity Interests are duly authorized, validly issued and outstanding, fully paid and nonassessable, and were issued free of preemptive rights in compliance with applicable limited liability company, limited partnership and securities laws. There are no outstanding subscriptions, options, convertible securities, warrants, calls or rights of any kind (issued or granted by, or binding upon Sellers or any of the Subsidiaries) to purchase or otherwise acquire any security of or equity interest in any of the Subsidiaries or obligating any of the Subsidiaries to issue, sell or otherwise cause to become outstanding any Equity Securities. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary. The Equity Interests constitute all of the Equity Securities in the First Tier Subsidiaries and are owned of record and beneficially solely by OFS ES, free and clear of all Encumbrances, other than Permitted Inchoate Tax Liens and, as of the date hereof, Permitted Encumbrances. At the Closing, OFS ES will have full legal right to sell, assign and transfer the Equity Interests to Key and will, upon the assignment and/or delivery of the Equity Interests to Key pursuant to the terms of this Agreement, transfer to Key good, valid and indefeasible title to the Equity Interests free and clear of all Encumbrances except Permitted Inchoate Tax Liens.

Capitalization of Subsidiaries. The authorized and outstanding Equity Interests and Second Tier Equity Interests equity interests of each of the Subsidiaries, as the case may be, are set forth in Section 3.1(h) of the Disclosure Schedule. All of the Equity Interests Company’s Subsidiaries have been duly authorized and Second Tier Equity Interests are duly authorized, validly issued and outstanding, are fully paid and nonassessable. Other than as set forth on Schedule 3.7, the Company or one or more of its wholly-owned Subsidiaries own of record and beneficially all the issued and outstanding equity interests of such Subsidiaries free and clear of any Liens, and were issued free of preemptive rights in compliance with applicable limited liability company, limited partnership and securities laws. There no such equity interests are no outstanding subscriptions, options, convertible securities, warrants, calls or rights of any kind (issued or granted bysubject to, or binding upon Sellers was issued in violation of, any Contract, the Securities Act or other applicable Law or the applicable Subsidiary’s constating documents. No Person has a warrant, purchase option, call option, other purchase right, right of first refusal, preemptive right, voting right, subscription right or any similar right in respect of the Subsidiaries) to purchase or otherwise acquire any security of or equity interest in any Subsidiary, whether or not issued and outstanding. No Subsidiary of the Subsidiaries Company has granted or obligating authorized any outstanding options, warrants, rights or other securities exercisable or exchangeable for any equity interests of such Subsidiaries, any other commitments or agreements providing for the issuance of additional equity interests, the sale of treasury shares, or the repurchase or redemption of such Subsidiaries’ equity interests or any agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, dispose, redeem or otherwise acquire or transfer any of its equity interests, and there is no agreement of arrangement not yet fully performed which would result in the creation of any of the foregoing. Except for its interests in its wholly-owned Subsidiaries to issueand except for the equity interests set forth in Schedule 3.7, sell the Company does not own, directly or otherwise cause to become outstanding indirectly, any Equity Securities. There are no outstanding stock appreciation, phantom capital stock, profit participationmembership interest, partnership interest, joint venture interest or similar rights with respect to any Subsidiary. There are no voting trusts, proxiesother equity or equity-linked interest, or other agreements ownership interests in any Person. No claim has been made asserting that any Person is the holder or understandings with respect beneficial owner of, or has the right to the voting acquire beneficial ownership of any capital stock of securities of, or any Subsidiary. The Equity Interests constitute all other voting, equity or ownership interest in any Subsidiary of the Equity Securities in the First Tier Subsidiaries and are owned of record and beneficially solely by OFS ES, free and clear of all Encumbrances, other than Permitted Inchoate Tax Liens and, as of the date hereof, Permitted Encumbrances. At the Closing, OFS ES will have full legal right to sell, assign and transfer the Equity Interests to Key and will, upon the assignment and/or delivery of the Equity Interests to Key pursuant to the terms of this Agreement, transfer to Key good, valid and indefeasible title to the Equity Interests free and clear of all Encumbrances except Permitted Inchoate Tax LiensCompany.

Capitalization of Subsidiaries. The authorized and outstanding Equity Interests and Second Tier Equity Interests shares of capital stock or other equity interests of each of the Subsidiaries, as the case may be, PGHL’s Subsidiaries have been duly authorized and validly issued and are set forth in Section 3.1(h) of the Disclosure Schedulefully paid and nonassessable. All of the Equity Interests outstanding ownership interests in each Subsidiary of PGHL are owned by PGHL, directly or indirectly, free and Second Tier Equity Interests are duly authorized, validly issued clear of any Liens (other than the restrictions under applicable Securities Laws and outstanding, fully paid Liens securing obligations under any PGHL Financing Agreement) and nonassessable, and were issued free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive rights in compliance with applicable limited liability company, limited partnership and securities lawsor similar rights. There are no outstanding subscriptions(a) securities of PGHL or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of PGHL, (b) obligations, options, convertible securitieswarrants or other rights, warrants, calls commitments or rights of any kind (issued or granted by, or binding upon Sellers arrangements to acquire from PGHL or any of the its Subsidiaries) to purchase , or otherwise acquire any security other obligations or commitments of PGHL or equity interest in any of the Subsidiaries or obligating any of the its Subsidiaries to issue, sell or otherwise cause transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of PGHL or (c) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of PGHL (the items in clauses (a)-(c), in addition to become outstanding any Equity all ownership interests of PGHL’s Subsidiaries, being referred to collectively as the “PGHL Subsidiary Securities”). There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary. There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of PGHL is a party or by which any Subsidiary of PGHL is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (ii) obligations or commitments of PGHL or any Subsidiary. The Equity Interests constitute all of its Subsidiaries to repurchase, redeem or otherwise acquire any of PGHL Subsidiary Securities or make payments in respect of such shares, including based on the Equity Securities value thereof, or to make any investment (in the First Tier form of a loan, capital contribution or otherwise) in any other Person. Except for the PGHL Subsidiary Securities, neither PGHL nor any of its Subsidiaries and owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No shares of capital stock are owned held in treasury by any Subsidiary of record and beneficially solely by OFS ES, free and clear of all Encumbrances, other than Permitted Inchoate Tax Liens and, as of the date hereof, Permitted Encumbrances. At the Closing, OFS ES will have full legal right to sell, assign and transfer the Equity Interests to Key and will, upon the assignment and/or delivery of the Equity Interests to Key pursuant to the terms of this Agreement, transfer to Key good, valid and indefeasible title to the Equity Interests free and clear of all Encumbrances except Permitted Inchoate Tax LiensPGHL.

Capitalization of Subsidiaries. The authorized and outstanding Equity Interests and Second Tier Equity Interests shares of capital stock or other equity interests of each of the Subsidiaries, as the case may be, Tempo’s Subsidiaries have been duly authorized and validly issued and are set forth in Section 3.1(h) of the Disclosure Schedulefully paid and nonassessable. All of the Equity Interests outstanding ownership interests in each Subsidiary of Tempo are owned by Tempo, directly or indirectly, free and Second Tier Equity Interests are duly authorized, validly issued clear of any Liens (other than the restrictions under applicable Securities Laws and outstanding, fully paid Liens securing obligations under any Tempo Financing Agreements) and nonassessable, and were issued free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive rights in compliance with applicable limited liability company, limited partnership and securities lawsor similar rights. There are no outstanding subscriptions(a) securities of Tempo or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of Tempo, (b) obligations, options, convertible securitieswarrants or other rights, warrants, calls commitments or rights of any kind (issued or granted by, or binding upon Sellers arrangements to acquire from Tempo or any of the its Subsidiaries) to purchase , or otherwise acquire any security other obligations or commitments of Tempo or equity interest in any of the Subsidiaries or obligating any of the its Subsidiaries to issue, sell or otherwise cause transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of Tempo or (c) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of Tempo (the items in clauses (a)-(c), in addition to become outstanding any Equity all ownership interests of Tempo’s Subsidiaries, being referred to collectively as the “Tempo Subsidiary Securities”). There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary. There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of Tempo is a party or by which any Subsidiary of Tempo is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (ii) obligations or commitments of Tempo or any Subsidiary. The Equity Interests constitute all of its Subsidiaries to repurchase, redeem or otherwise acquire any Tempo Subsidiary Securities or make payments in respect of such shares, including based on the Equity Securities value thereof, or to make any investment (in the First Tier form of a loan, capital contribution or otherwise) in any other Person. Except for Tempo Subsidiary Securities, neither Tempo nor any of its Subsidiaries and owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No shares of capital stock are owned held in treasury by any Subsidiary of record and beneficially solely by OFS ES, free and clear of all Encumbrances, other than Permitted Inchoate Tax Liens and, as of the date hereof, Permitted Encumbrances. At the Closing, OFS ES will have full legal right to sell, assign and transfer the Equity Interests to Key and will, upon the assignment and/or delivery of the Equity Interests to Key pursuant to the terms of this Agreement, transfer to Key good, valid and indefeasible title to the Equity Interests free and clear of all Encumbrances except Permitted Inchoate Tax LiensTempo.

Capitalization of Subsidiaries. The authorized and outstanding Equity Interests and Second Tier Equity Interests shares of capital stock or other equity interests of each of the SubsidiariesCompany’s Subsidiaries have been duly authorized and validly issued in accordance with Law in all material respects, such Subsidiary’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or equivalent documents, as the case may beapplicable, and, as applicable, are set forth in Section 3.1(h) of the Disclosure Schedulefully paid and nonassessable. All of the Equity Interests outstanding ownership interests in each Subsidiary of the Company are owned by the Company, directly or indirectly, free and Second Tier Equity Interests are duly authorized, validly issued clear of any Liens (other than the restrictions under applicable Securities Laws and outstanding, fully paid Liens securing obligations under the First Lien Credit Facility) and nonassessable, and were issued free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive rights in compliance with applicable limited liability company, limited partnership and securities lawsor similar rights. There are no outstanding subscriptions(a) securities of the Company or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, (b) obligations, options, convertible securitieswarrants or other rights (including preemptive rights), warrants, calls commitments or rights of any kind (issued or granted by, or binding upon Sellers arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Subsidiaries) to purchase Company or otherwise acquire any security of or equity interest in any of the Subsidiaries or obligating any of the its Subsidiaries to issue, sell or otherwise cause transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of the Company or (c) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (a)-(c), in addition to become outstanding any Equity all ownership interests of the Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary. There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any shares of capital stock of any such Subsidiary. The Equity Interests constitute all , or (ii) obligations or commitments of the Equity Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities in the First Tier Subsidiaries and are owned of record and beneficially solely by OFS ES, free and clear of all Encumbrances, other than Permitted Inchoate Tax Liens and, as respect of the date hereofSubsidiaries set forth on Schedule 5.02, Permitted Encumbrancesneither the Company nor any of its Subsidiaries owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. At the Closing, OFS ES will have full legal right to sell, assign and transfer the Equity Interests to Key and will, upon the assignment and/or delivery No shares of capital stock are held in treasury by any Subsidiary of the Equity Interests to Key pursuant to the terms of this Agreement, transfer to Key good, valid and indefeasible title to the Equity Interests free and clear of all Encumbrances except Permitted Inchoate Tax LiensCompany.

Capitalization of Subsidiaries. The outstanding Equity Interests in each of the Company’s Subsidiaries have been duly authorized and validly issued and (if applicable) are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights. Except as set forth on Schedule 4.7, the Company or one or more of its wholly owned Subsidiaries owns of record and beneficially all the issued and outstanding Equity Interests in such Subsidiaries free and Second Tier clear of any Liens (other than Liens pursuant to applicable securities Laws). Except as set forth on Schedule 4.7, there are no outstanding options, warrants, “phantom” equity plans, equity appreciation rights, equity-based performance units, other equity-based compensation awards, rights to subscribe to, rights in respect of exchange or conversion for, redemption or purchase rights, calls, contracts or commitments made or entered into by the Company or any of its Subsidiaries, rights or other securities convertible into or exercisable or exchangeable for any shares of capital stock of (or other Equity Interests in) such Subsidiaries, any other commitments or agreements providing for the issuance of additional Equity Interests, the sale of treasury shares, or for the repurchase or redemption of such Subsidiaries’ Equity Interests, or any agreements of any kind which may obligate the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional Equity Interests, or options, warrants, rights to subscribe to, purchase rights, anti-dilution rights, rights of first refusal, preemptive rights, registration rights, conversion or exchange rights, calls or commitments relating to Equity Interests of each any Subsidiary of the Subsidiaries, as the case may be, are set forth in Section 3.1(h) of the Disclosure ScheduleCompany. All of Except for the Equity Interests and Second Tier Equity Interests are duly authorized, validly issued and outstanding, fully paid and nonassessable, and were issued free of preemptive rights in compliance with applicable limited liability company, limited partnership and securities laws. There are no outstanding subscriptions, options, convertible securities, warrants, calls or rights of any kind (issued or granted by, or binding upon Sellers or any of the Subsidiaries) to purchase or otherwise acquire any security of or equity interest in any of the Subsidiaries or obligating set forth on Schedule 4.2, neither the Company nor any of the its Subsidiaries to issue, sell or otherwise cause to become outstanding owns any Equity SecuritiesInterest in any other Person. There are is no outstanding stock appreciation(i) voting trust, phantom stock, profit participation, or similar rights with respect to any Subsidiary. There are no voting trusts, proxies, proxy or other agreements agreement or understandings understanding with respect to the voting of any capital stock of any Subsidiary. The Equity Interests constitute all of the Equity Securities in the First Tier Subsidiaries and are owned of record and beneficially solely by OFS ES, free and clear of all Encumbrances, other than Permitted Inchoate Tax Liens and, as of the date hereof, Permitted Encumbrances. At the Closing, OFS ES will have full legal right to sell, assign and transfer the Equity Interests to Key and will, upon the assignment and/or delivery of any Subsidiary of the Company and (ii) obligation or commitment restricting the transfer of, or requiring the qualification, registration or sale of, any Equity Interests of any Subsidiary of the Company. No Subsidiary of the Company has any outstanding bonds, debentures or other obligations or securities the holders of which have the right to Key pursuant vote (or are convertible or exchangeable for securities having the right to vote) with the terms equityholders of this Agreement, transfer to Key good, valid and indefeasible title to that Subsidiary of the Equity Interests free and clear Company. There are no declared but unpaid dividends or other distributions of all Encumbrances except Permitted Inchoate Tax Liensany Subsidiary of the Company.

Capitalization of Subsidiaries. The authorized and outstanding Equity Interests and Second Tier Equity Interests shares of capital stock or other equity interests of each of the Subsidiaries, as the case may be, Protected Subsidiaries have been duly authorized and validly issued and are set forth in Section 3.1(h) of the Disclosure Schedulefully paid and nonassessable. All of the Equity Interests outstanding ownership interests in each Protected Subsidiary are owned, directly or indirectly, by Protected free and Second Tier Equity Interests are duly authorized, validly issued clear of any Liens (other than the restrictions under applicable Securities Laws and outstanding, fully paid Permitted Liens and nonassessable, Liens securing obligations under the Bank Financing Agreement) and were issued free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive rights in compliance with applicable limited liability company, limited partnership and securities lawsor similar rights. There are no outstanding subscriptions(i) securities of Protected or any Protected Subsidiary convertible into or exchangeable for ownership interests in any Protected Subsidiary, (ii) obligations, options, convertible securitieswarrants or other rights, warrants, calls commitments or rights of arrangements to acquire from Protected or any kind (issued or granted byProtected Subsidiary, or binding upon Sellers other obligations or commitments of Protected or any of the Subsidiaries) to purchase or otherwise acquire any security of or equity interest in any of the Subsidiaries or obligating any of the Subsidiaries Protected Subsidiary to issue, sell or otherwise cause transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Protected Subsidiary or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar equity or equity-based securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Protected Subsidiary (the items in clauses (i) - (iii), in addition to become outstanding any Equity all ownership interests of the Protected Subsidiaries, being referred to collectively as the “Protected Subsidiary Securities”). There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary. There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which Protected or any Protected Subsidiary is a party or by which Protected or any Protected Subsidiary is bound with respect to the voting or transfer of any shares of capital stock of any Protected Subsidiary. The Equity Interests constitute all , or (ii) obligations or commitments of Protected or any Protected Subsidiary to repurchase, redeem or otherwise acquire any Protected Subsidiary Securities or make payments in respect of such securities, including based on the Equity Securities value thereof, or to make any investment (in the First Tier Subsidiaries and form of a loan, capital contribution or otherwise) in any other Person. Except for the Protected Subsidiary Securities, neither Protected nor any Protected Subsidiary owns any equity, ownership, profit, voting or similar interest in or any interest convertible into, or exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No shares of capital stock are owned of record and beneficially solely held in treasury by OFS ES, free and clear of all Encumbrances, other than Permitted Inchoate Tax Liens and, as of the date hereof, Permitted Encumbrances. At the Closing, OFS ES will have full legal right to sell, assign and transfer the Equity Interests to Key and will, upon the assignment and/or delivery of the Equity Interests to Key pursuant to the terms of this Agreement, transfer to Key good, valid and indefeasible title to the Equity Interests free and clear of all Encumbrances except Permitted Inchoate Tax Liensany Protected Subsidiary.

Capitalization of Subsidiaries. The authorized and outstanding Equity Interests and Second Tier Equity Interests shares of capital stock and/or partnership interests (collectively, for purposes of this Section 2.7, the “equity interests”) of each of the Subsidiaries, as the case may be, are set forth in Section 3.1(h) of the Disclosure Schedule. All of the Equity Interests M Company’s Subsidiaries have been duly authorized and Second Tier Equity Interests are duly authorized, validly issued and outstanding, are fully paid and nonassessable. No equity interests of such Subsidiaries are held in the treasury of any of the Companies. Except as set forth on Section 2.7 of the Seller Disclosure Letter, the M Company or one or more of its wholly-owned Subsidiaries own of record and beneficially all the issued and outstanding equity interests of such Subsidiaries free and clear of any Liens. Except as set forth on Section 2.7 of the Seller Disclosure Letter, none of the Companies has granted any options, warrants, rights or other securities convertible into or exchangeable or exercisable for any equity interests of such Subsidiaries that remain outstanding, and were issued free is not party to any other outstanding commitments or agreements providing for the issuance of preemptive rights in compliance with applicable limited liability companyadditional shares, limited the sale of treasury shares, for the repurchase or redemption of shares of capital stock, or the granting of any partnership interest of such Subsidiaries, and securities lawsthere are no agreements of any kind which may obligate any of the Companies to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. There are no outstanding subscriptions, options, convertible securities, warrants, calls or rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any kind (issued character providing for the purchase, issuance or granted by, or binding upon Sellers or sale of any equity interests of the such Subsidiaries) to purchase or otherwise acquire any security of or equity interest in any of the Subsidiaries or obligating any of the Subsidiaries to issue, sell or otherwise cause to become outstanding any Equity Securities. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, participation or similar rights with respect to any Subsidiarysuch Subsidiaries. There Except as set forth on Section 2.7 of the Seller Disclosure Letter, there are no stockholder agreements, partnership agreements, voting trusts, proxies, proxies or other agreements or written understandings with respect to the voting or transfer of any capital stock of any Subsidiary. The Equity Interests constitute all of the Equity Securities in the First Tier Subsidiaries and are owned equity interests of record and beneficially solely by OFS ES, free and clear of all Encumbrances, other than Permitted Inchoate Tax Liens and, as such Subsidiaries. None of the date hereof, Permitted Encumbrances. At the Closing, OFS ES will have full legal right to sell, assign and transfer the Equity Interests to Key and will, upon the assignment and/or delivery of the Equity Interests to Key pursuant to the terms of this Agreement, transfer to Key good, valid and indefeasible title to the Equity Interests free and clear of all Encumbrances except Permitted Inchoate Tax LiensSubsidiaries is a participant in any joint venture or similar arrangement.