Common use of Capitalization of the Subsidiaries Clause in Contracts

Capitalization of the Subsidiaries. Except as set forth on Section 3.03(b) of the Company Disclosure Schedule, all of the outstanding capital stock of, or other equity interests in, each Company Subsidiary (i) have been duly authorized, validly issued, and are fully paid and non-assessable and not subject to or issued in violation of preemptive rights or other similar rights, (ii) are owned, directly or indirectly, by the Company, free and clear of all Encumbrances, and (iii) are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). There are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights or other rights, agreements, arrangements, understandings or commitments of any character relating to the issued or unissued capital stock of, or other equity interests in, any Company Subsidiary or obligating any Company Subsidiary to issue, deliver, transfer, register or sell or cause to be issued, delivered, transferred, registered or sold, any shares of capital stock or Voting Debt of, or other equity interests in, any Company Subsidiary or securities convertible into or exchangeable for such shares, equity interests or other securities, or obligating any Company Subsidiary to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitment. Except as set forth at Section 3.03(b) of the Company Disclosure Schedule, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, of any Company Subsidiary to repurchase, redeem, or otherwise acquire any shares of the capital stock or other equity interest in any Company Subsidiary or to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth at Section 3.03(b) of the Company Disclosure Schedule, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating to the voting or disposition of any shares of any Company Subsidiary’s capital stock or other equity interests or granting to any Person or group of Persons the right to elect, or to designate or nominate for election, a director to the board of directors or similar body of any Company Subsidiary.

Capitalization of the Subsidiaries. Except as set forth on Section 3.03(b) As of the date of this Agreement, the authorized capital stock or other voting securities and the issued and outstanding capital stock or other voting securities of each Subsidiary of the Company is listed on Company Disclosure Schedule, Schedule 3.1(d). The Company directly or indirectly is the record and beneficial owner of all issued and outstanding shares of the outstanding capital stock of, or other equity interests invoting securities of each such Subsidiary and such ownership is free and clear of all Liens, other than Permitted Liens. Each outstanding share of capital stock or other voting securities of each Company such Subsidiary (i) have been is duly authorized, validly issued, and are fully paid and non-assessable nonassessable and not subject to no shares of capital stock or other voting securities of any such Subsidiary have been issued in violation of any preemptive rights or other similar rights, (ii) are owned, directly or indirectly, by the Company, free and clear . No shares of all Encumbrances, and (iii) are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). There voting securities of any such Subsidiary are reserved for issuance, and there are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights or other rightscontracts, agreements, arrangements, understandings commitments or commitments of any character relating to the issued or unissued capital stock of, or other equity interests in, any Company Subsidiary or arrangements obligating any Company such Subsidiary to issue, deliver, transfersell, register purchase, redeem or sell or acquire, cause to be issued, delivered, transferredsold, registered purchased, redeemed or soldacquired, any shares of capital stock or Voting Debt other voting securities, or obligating any such Subsidiary to grant, extend, or enter into any option, warrant, call, right, commitment or agreement of any kind to acquire any shares of, or other equity interests in, any Company Subsidiary or securities that are convertible into or exchangeable for such shares, equity interests or other securities, or obligating any Company Subsidiary to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitment. Except as set forth at Section 3.03(b) of the Company Disclosure Schedule, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, of any Company Subsidiary to repurchase, redeem, or otherwise acquire any shares of the of, capital stock or other equity voting securities of such Subsidiary. Except for the Subsidiaries listed on Company Disclosure Schedule 3.1(d), neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, partnership, membership or similar interest in in, or any Company Subsidiary interest convertible into, exercisable for the purchase of or exchangeable for any such equity, partnership, membership or similar interest, or is under any current or prospective obligation to form or participate in, provide funds to, make any investment (in the form of a loan, capital contribution or otherwise) in other investment in, or assume any liability or obligation of, any Person. Except as set forth at Section 3.03(b) of the Company Disclosure Schedule, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating to the voting or disposition of any shares of any Company Subsidiary’s capital stock or other equity interests or granting to any Person or group of Persons the right to elect, or to designate or nominate for election, a director to the board of directors or similar body of any Company Subsidiary.

Capitalization of the Subsidiaries. Except as set forth on Section 3.03(bAs of the date of this Agreement, (i) the authorized capital stock or other voting securities and the issued and outstanding capital stock or other voting securities of each Subsidiary of the Company and (ii) the other voting securities directly or indirectly owned by the Company are listed on Disclosure Schedule, Schedule 3.1(c). The Company directly or indirectly is the record and beneficial owner of all issued and outstanding shares of the outstanding capital stock of, or other equity interests invoting securities of each such Subsidiary and such ownership is free and clear of all Liens, other than Permitted Liens. Each outstanding share of capital stock or other voting securities of each Company such Subsidiary (i) have been is duly authorized, validly issued, and are fully paid and non-assessable nonassessable and not subject to no shares of capital stock or other voting securities of any such Subsidiary have been issued in violation of any preemptive rights or other similar rights, (ii) are owned, directly or indirectly, by the Company, free and clear . No shares of all Encumbrances, and (iii) are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). There voting securities of any such Subsidiary are reserved for issuance, and there are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights or other rightscontracts, agreements, arrangements, understandings commitments or commitments of any character relating to the issued or unissued capital stock of, or other equity interests in, any Company Subsidiary or arrangements obligating any Company such Subsidiary to issue, deliver, transfersell, register purchase, redeem or sell or acquire, cause to be issued, delivered, transferredsold, registered purchased, redeemed or soldacquired, any shares of capital stock or Voting Debt other voting securities, or obligating any such Subsidiary to grant, extend, or enter into any option, warrant, call, right, commitment or agreement of any kind to acquire any shares of, or other equity interests in, any Company Subsidiary or securities that are convertible into or exchangeable for such shares, equity interests or other securities, or obligating any Company Subsidiary to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitment. Except as set forth at Section 3.03(b) of the Company Disclosure Schedule, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, of any Company Subsidiary to repurchase, redeem, or otherwise acquire any shares of the of, capital stock or other voting securities of such Subsidiary. Except for the Subsidiaries and other equity interests listed on Disclosure Schedule 3.1(c), neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, partnership, membership or similar interest in in, or any Company Subsidiary interest convertible into, exercisable for the purchase of or exchangeable for any such equity, partnership, membership or similar interest, or is under any current or prospective obligation to form or participate in, provide funds to, make any investment (in the form of a loan, capital contribution or otherwise) in other investment in, or assume any liability or obligation of, any Person. Except as set forth at Section 3.03(b) of the Company Disclosure Schedule, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating to the voting or disposition of any shares of any Company Subsidiary’s capital stock or other equity interests or granting to any Person or group of Persons the right to elect, or to designate or nominate for election, a director to the board of directors or similar body of any Company Subsidiary.