Common use of Company Subsidiaries; Equity Interests Clause in Contracts

Company Subsidiaries; Equity Interests. (a) Section 4.3(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the name and jurisdiction of incorporation or organization of each (i) Company Subsidiary and (ii) entity (other than the Company Subsidiaries) in which the Company or any Company Subsidiary owns any equity interest. All of the outstanding equity interests or other ownership interests in each Company Subsidiary that is a corporation have been validly issued, fully paid and nonassessable, and are owned by the Company, free and clear of all Liens, other than Permitted Liens. All of the outstanding equity interests or other ownership interests in each Company Subsidiary that is a partnership or limited liability company are validly issued, and are owned by the Company, free and clear of all Liens, other than Permitted Liens. As of the date of this Agreement, there are no options, warrants, rights, calls, puts, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company or Contracts to which any Company Subsidiary is a party or by which any Company Subsidiary is bound obligating any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or any security convertible or exchangeable for any shares of capital stock of, any Company Subsidiary. (b) Except as set forth in Section 4.3(a) of the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person, nor does the Company or any Company Subsidiary have any obligation, contingent or otherwise, to consummate any material additional investment in any Person other than a Company Subsidiary.

Company Subsidiaries; Equity Interests. (a) Section 4.3(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the name and jurisdiction of incorporation or organization of each (i) Company Subsidiary and Managed Professional Corporation and (ii) entity (other than the Company Subsidiaries) in which the Company or any Company Subsidiary owns any equity interestinterests. All of the outstanding equity interests or other ownership interests in each Company Subsidiary that is a corporation have been validly issued, fully paid and nonassessable, and are owned by the Company, free and clear of all Liens, other than Permitted LiensLiens of the type describe in clause (h) thereof. All of the outstanding equity interests or other ownership interests in each Company Subsidiary that is a partnership or limited liability company are validly issued, and are owned by the Company, free and clear of all Liens, other than Permitted Liens. . (b) As of the date of this Agreement, there are no options, warrants, rights, calls, puts, convertible or exchangeable securities, subscriptions, phantom stock, stock appreciation rights, stock-based performance units or units, other rights to acquire shares of capital stock of the Company or Contracts to which any Company Subsidiary is a party or by which any Company Subsidiary is bound (i) obligating any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock equity securities of, or any security convertible or exchangeable for any shares equity securities of capital any Company Subsidiary, (ii) obligating any Company Subsidiary to issue, grant or enter into, as applicable, any such option, warrant, security, unit, right or Contract or (iii) that give any Person the right to receive any economic interest of any nature accruing to the holders of equity securities of any Company Subsidiary. As of the date of this Agreement, there are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any equity securities of any Company Subsidiary or options, warrants, calls, puts, convertible or exchangeable securities, subscriptions, phantom stock, stock ofappreciation rights, stock-based performance units, other rights to acquire equity securities of any Company Subsidiary, other rights that give the holder thereof any economic interest of a nature accruing to the holders of equity securities with respect to any Company Subsidiary. (bc) Except as set forth in Section 4.3(a) of the Company Disclosure Letter, the The Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest, variable interest, equity interest or other equity similar interest in any Person, nor does the Company or any Company Subsidiary have any obligation, contingent or otherwise, to consummate any material additional investment in any Person other than a Company Subsidiary.

Company Subsidiaries; Equity Interests. (a) Section 4.3(aSchedule 3.4(a) sets forth a list of the Company Disclosure Letter sets forthSubsidiaries. Except as set forth on Schedule 3.4(a), as all of the date of this Agreement, the name and jurisdiction of incorporation outstanding membership interests or organization other equity securities of each Company Subsidiary (i) Company Subsidiary and (ii) entity (other than the Company Subsidiaries) in which the Company or any Company Subsidiary owns any equity interest. All of the outstanding equity interests or other ownership interests in each Company Subsidiary that is a corporation have been duly authorized and validly issued, issued and are fully paid and nonassessable, (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities laws, and any and all requirements set forth in (x) the organizational documents of each Company Subsidiary and (y) any other applicable Contracts governing the issuance of such securities and (iii) are owned by the Company, free and clear of all LiensEncumbrances and free of any restriction on the right to vote, other than Permitted Liens. All sell or otherwise dispose of the outstanding equity such membership interests or other ownership interests in each Company Subsidiary that is a partnership or limited liability company are validly issued, and are owned by the Company, free and clear of all Liens, other than Permitted Liensequity securities. As of the date of this Agreement, there There are no optionsoutstanding or authorized rights, warrants, options, subscription rights, calls, puts, convertible or exchangeable securities, stock-based performance units calls or other rights agreements pursuant to acquire shares of capital stock which any of the Company Subsidiaries is or Contracts may become obligated to which issue or sell any Company Subsidiary is a party of its membership interests or by which any Company Subsidiary is bound obligating any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or any security convertible or exchangeable for any shares of capital stock of, any Company Subsidiaryother equity securities. (b) Except for its interests in the Company Subsidiaries and the Company Joint Ventures and except as set forth in Section 4.3(a) of the Company Disclosure Letteron Schedule 3.4(b)(i), the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity or voting interest in any Person, nor does and the Company has no direct or any Company Subsidiary have any obligation, contingent or otherwise, to consummate any material additional indirect debt investment in any Person other than a or any joint venture. Except as required by the operating agreement of any Company SubsidiarySubsidiary or Company Joint Venture and except as set forth on Schedule 3.4(b)(ii), the Company has no commitments to contribute to the capital of, make investments in or loans to, or share losses of, any Person.

Company Subsidiaries; Equity Interests. (a) Section 4.3(a3.03(a) of the Company Disclosure Letter sets forthlists, as of the date of this Agreement, the name a true and jurisdiction complete list of incorporation or organization all Company Subsidiaries and their respective jurisdictions of each organization. (ib) Company Subsidiary and (ii) entity (other than the Company Subsidiaries) in which the Company or any Company Subsidiary owns any equity interest. All of the outstanding equity interests or other ownership interests in shares of capital stock of each Company Subsidiary that is a corporation have been validly issued, issued and are fully paid and nonassessable, nonassessable and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”), other than Permitted Liens. All of the outstanding equity interests or other ownership interests in each Company Subsidiary that is a partnership or limited liability company are validly issued, and are owned by the Company, free and clear of all Liens, other than Permitted Liens. As of the date of this Agreement, there There are no options, warrants, rights, calls, puts, convertible or exchangeable securities, stock-based performance units or other rights Contracts to acquire shares of capital stock of which the Company or Contracts to which any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or any security convertible or exchangeable for any shares of capital stock of, any Company Subsidiary, or (ii) obligating the Company or any Company Subsidiary to issue, grant or enter into any such option, warrant, security, unit, right or Contract. There are no voting trusts or other agreements or understandings to which the Company or any of the Company Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interests of any Company Subsidiaries. (bc) Except as set forth for its interests in Section 4.3(a) of the Company Disclosure LetterSubsidiaries, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person, nor does . Other than the Company Subsidiaries, there is no person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of the Company. Neither the Company nor any of the Company Subsidiaries has any obligation to acquire any equity interest or other security in, or any Company Subsidiary have commitment to make any obligationcapital contribution or investment in, contingent or otherwiseloan to, to consummate any material additional investment in any Person other than a Company SubsidiaryPerson.