Common use of Capitalization of the Company’s Subsidiaries Clause in Contracts

Capitalization of the Company’s Subsidiaries. (a) The authorized capital stock and owners of each of the Company’s Subsidiaries is set forth in Section 3.6(a) of the Sellers Disclosure Letter hereto and conforms to the information entered into each such Subsidiary’s stock register and capital variations register. The shares set forth in Section 3.6(a) of the Sellers Disclosure Letter constitute all the issued and outstanding equity interests of each of the Company’s Subsidiaries and are represented by stock certificates validly issued by each such Subsidiary. Such shares have been duly authorized and validly issued and subscribed and are fully paid and non-assessable, and are not subject to, and were not issued in violation of any preemptive rights or other similar rights. The Company or one or more of the Company’s Subsidiaries is the record and beneficial holder of all or the majority of the issued and outstanding equity interests of the Company’s Subsidiaries as set forth on Section 3.6(a) of the Sellers Disclosure Letter, free and clear of all Liens. No shares of capital stock or other equity interests of each of the Company’s Subsidiaries are issued, reserved for issuance or outstanding. None of the Company, such Seller nor any of the Company’s Subsidiaries are a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other commitments contingent or otherwise, relating to the capital stock or other equity or voting interests in the Company’s Subsidiaries, pursuant to which any of the Company, such Seller or any of the Company’s Subsidiaries is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, shares of capital stock of or other equity or voting interests in, any of the Company’s Subsidiaries or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interests in any of the Company’s Subsidiaries. (b) There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interests in, any of the Company’s Subsidiaries. None of the Company’s Subsidiaries have any authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of any of the Company’s Subsidiaries on any matter. There are no irrevocable proxies and no voting agreements with respect to any capital stock of, or other equity or voting interests in, any of the Company’s Subsidiaries. Section 3.6(b) of the Sellers Disclosure Letter sets forth all shares or other equity interests that are owned by the Company or the Subject Companies that are not Subsidiaries and all such shares or other equity interests are owned by them free and clear of any and all Liens.

Capitalization of the Company’s Subsidiaries. (a) The authorized capital stock and owners of each of the Company’s Subsidiaries is set forth in Section 3.6(a) of the Sellers Seller’s Disclosure Letter hereto and conforms to the information entered into each such Subsidiary’s stock register and capital variations registerledger. The shares set forth in Section 3.6(a) of the Sellers Seller’s Disclosure Letter constitute all the issued and outstanding equity interests of each of the Company’s Subsidiaries and are represented by stock certificates validly issued by each such Subsidiary. Such shares have been duly authorized and validly issued and subscribed and are fully paid and non-assessable, and are not subject to, and were not issued in violation of any preemptive rights or other similar rights. The Company or one or more of the Company’s Subsidiaries is the record and beneficial holder of all or the majority of the issued and outstanding equity interests of the Company’s Subsidiaries as set forth on Section 3.6(a) of the Sellers Seller’s Disclosure Letter, free and clear of all Liens. No shares of capital stock or other equity interests of each of the Company’s Subsidiaries are issued, reserved for issuance or outstanding. None of the Company, such any Shareholder, the Seller nor any of the Company’s Subsidiaries are a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other commitments contingent or otherwise, relating to the capital stock or other equity or voting interests in the Company’s Subsidiaries, pursuant to which any of the Company, such any Shareholder, the Seller or any of the Company’s Subsidiaries is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, shares of capital stock of or other equity or voting interests in, any of the Company’s Subsidiaries or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interests in any of the Company’s Subsidiaries. (b) There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interests in, any of the Company’s Subsidiaries. None of the Company’s Subsidiaries have any authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of any of the Company’s Subsidiaries on any matter. There are no irrevocable proxies and no voting agreements with respect to any capital stock of, or other equity or voting interests in, any of the Company’s Subsidiaries. Section 3.6(b) of the Sellers Seller’s Disclosure Letter sets forth all shares or other equity interests that are owned by the Company or the Subject Companies that are not Subsidiaries and all such shares or other equity interests are owned by them free and clear of any and all Liens.

Capitalization of the Company’s Subsidiaries. (a) The authorized capital stock and owners of each of the Company’s 's Subsidiaries is set forth in Section 3.6(a) of the Sellers Disclosure Letter hereto and conforms to the information entered into each such Subsidiary’s 's stock register and capital variations register. The shares set forth in Section 3.6(a) of the Sellers Disclosure Letter constitute all the issued and outstanding equity interests of each of the Company’s 's Subsidiaries and are represented by stock certificates validly issued by each such Subsidiary. Such shares have been duly authorized and validly issued and subscribed and are fully paid and non-assessable, and are not subject to, and were not issued in violation of any preemptive rights or other similar rights. The Company or one or more of the Company’s 's Subsidiaries is the record and beneficial holder of all or the majority of the issued and outstanding equity interests of the Company’s 's Subsidiaries as set forth on Section 3.6(a) of the Sellers Disclosure Letter, free and clear of all Liens. No shares of capital stock or other equity interests of each of the Company’s 's Subsidiaries are issued, reserved for issuance or outstanding. None of the Company, such Seller nor any of the Company’s 's Subsidiaries are a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other commitments contingent or otherwise, relating to the capital stock or other equity or voting interests in the Company’s 's Subsidiaries, pursuant to which any of the Company, such Seller or any of the Company’s 's Subsidiaries is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, shares of capital stock of or other equity or voting interests in, any of the Company’s 's Subsidiaries or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interests in any of the Company’s 's Subsidiaries. (b) There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interests in, any of the Company’s 's Subsidiaries. None of the Company’s 's Subsidiaries have any authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of any of the Company’s 's Subsidiaries on any matter. There are no irrevocable proxies and no voting agreements with respect to any capital stock of, or other equity or voting interests in, any of the Company’s 's Subsidiaries. Section 3.6(b) of the Sellers Disclosure Letter sets forth all shares or other equity interests that are owned by the Company or the Subject Companies that are not Subsidiaries and all such shares or other equity interests are owned by them free and clear of any and all Liens.

Capitalization of the Company’s Subsidiaries. (a) The authorized capital stock and owners Equity Securities of each of the Company’s Subsidiaries are (i) duly authorized, validly issued, fully paid and non-assessable, (ii) owned by (or with respect to the Controlled Entities, controlled through the Control Documents by) the Company or a Subsidiary of the Company, free and clear of all Liens and free of preemptive rights, rights of first refusal, subscription rights or similar rights of any Person and transfer restrictions (other than the Controlled Entities to the extent they are subject to and governed by their respective Control Documents), except for Permitted Liens and such transfer restrictions of general applicability arising under the Securities Act or other applicable Laws. Except for the Equity Securities of the Company’s Subsidiaries and except for securities held by the Company in connection with its ordinary course treasury investment activities, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any Equity Security in any other Person. (b) A true, correct and complete copy of an organizational chart showing the ownership structure of each of the Company and its Subsidiaries as of the date of this Agreement is set forth in Section 3.6(a3.4(b) of the Sellers Company Disclosure Letter hereto and conforms to Letter. Except for the information entered into each such Subsidiary’s stock register and capital variations register. The shares set forth in Section 3.6(a) of the Sellers Disclosure Letter constitute all the issued and outstanding share capital, voting securities, or other equity or ownership interests of each of the Company’s Subsidiaries and are represented by stock certificates validly issued by each such Subsidiary. Such shares have been duly authorized and validly issued and subscribed and are fully paid and non-assessable, and are not subject to, and were not issued (the ownership of which is set forth in violation of any preemptive rights or other similar rights. The Company or one or more the organizational chart in Section 3.4(b) of the Company’s Subsidiaries is the record and beneficial holder of all or the majority of the Company Disclosure Letter), there are (i) no other issued and outstanding equity interests Equity Securities of the Company’s Subsidiaries as set forth on Section 3.6(a) of the Sellers Disclosure Letter, free and clear of all Liens. No shares of capital stock or other equity interests of each of the Company’s Subsidiaries are issued, reserved for issuance or outstanding. None of the Company, such Seller nor any of the Company’s Subsidiaries are a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other commitments contingent or otherwise, relating to the capital stock or other equity or voting interests in the Company’s Subsidiaries, pursuant to which any of the Company, such Seller or any of the Company’s Subsidiaries is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, shares of capital stock of or other equity or voting interests in, any of the Company’s Subsidiaries or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interests in any of the Company’s Subsidiaries. ; (bii) There are other than as set forth in the Control Documents, no outstanding or authorized stock appreciationvoting trusts, phantom stock, profit participation proxies or similar rights arrangements or understandings to which any Subsidiary of the Company is party or by which any Subsidiary of the Company is bound with respect to the voting of any share capital stock of, or other equity or voting interests interest in, any of such Subsidiary; and (iii) other than as set forth in the Company’s Subsidiaries. None of the Company’s Subsidiaries have any authorized Control Documents, no obligations or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders binding commitments of any character restricting the transfer of the Company’s Subsidiaries on any matter. There are no irrevocable proxies and no voting agreements with respect to any share capital stock of, or other equity or voting interests interest in, any Subsidiary of the Company to which such Subsidiary is party or by which it is bound. Other than as set forth in the Control Documents, neither the Company nor any of its Subsidiaries is a party to any Contract that obligates it to repurchase, redeem or otherwise acquire any Equity Securities of any Subsidiary of the Company or provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company’s Subsidiaries. Section 3.6(b) of the Sellers Disclosure Letter sets forth all shares or other equity interests that are owned by the Company or the Subject Companies that are not Subsidiaries and all such shares or other equity interests are owned by them free and clear of any and all Liens.

Capitalization of the Company’s Subsidiaries. (a) Section 1.1(e) of the Sellers Disclosure Letter sets forth a true and complete list of all direct and indirect Subsidiaries of the Company. Except for the Company’s Subsidiaries described on Section 1.1(e) of the Sellers Disclosure Letter, no Subject Company owns or holds any interest in any capital stock of, equity or ownership interest in or option, warrant, right (including any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other commitment, contingent or otherwise, relating to the capital stock or other equity or voting interests in any Person. The authorized capital stock and owners of each of the Company’s Subsidiaries is set forth in Section 3.6(a) of the Sellers Disclosure Letter hereto and conforms to the information entered into each such Subsidiary’s stock register and capital variations register. The shares set forth in Section 3.6(a) of the Sellers Disclosure Letter constitute all the issued and outstanding equity interests of each of the Company’s Subsidiaries and are represented by stock certificates validly issued by each such Subsidiary. Such shares have been duly authorized and validly issued and subscribed and are fully paid and non-assessable, and are not subject to, and were not issued in violation of of, any preemptive rights or other similar rights. The Company or one or more of the Company’s Subsidiaries is the record and beneficial holder of all or the majority of the issued and outstanding equity interests of the Company’s Subsidiaries as set forth on Section 3.6(a) of the Sellers Disclosure Letter, free and clear of all Liens. No other shares of capital stock or other equity interests of each of the Company’s Subsidiaries are issued, reserved for issuance or outstanding. None of the Company, such any Seller nor any of the Company’s Subsidiaries are a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other commitments commitments, contingent or otherwise, relating to the capital stock or other equity or voting interests in the Company’s SubsidiariesSubsidiaries or any other Person, pursuant to which any of the Company, such any Seller or any of the Company’s Subsidiaries is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, shares of capital stock of or other equity or voting interests in, any of the Company’s Subsidiaries or any other Person or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interests in any of the Company’s SubsidiariesSubsidiaries or any other Person. (b) There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interests in, any of the Company’s Subsidiaries. None of the Company’s Subsidiaries have any authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of any of the Company’s Subsidiaries on any matter. There are no irrevocable proxies and no voting agreements with respect to any capital stock of, or other equity or voting interests in, any of the Company’s Subsidiaries. Section 3.6(b) of the Sellers Disclosure Letter sets forth all shares or other equity interests that are owned by the Company or the Subject Companies that are not Subsidiaries and all such shares or other equity interests are owned by them free and clear of any and all Liens.