Common use of Company Subsidiaries; Equity Interests Clause in Contracts

Company Subsidiaries; Equity Interests. (a) Section 3.03(a) of the Company Disclosure Letter sets forth a true, correct and complete list of the name and jurisdiction of organization of each Subsidiary of the Company. Each Subsidiary of the Company has been duly organized, is validly existing and (where applicable) in good standing (or equivalent concept to the extent applicable) under the laws of its jurisdiction of organization. Each Subsidiary of the Company has full power and authority necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its business as presently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties and assets makes such qualification, licensing or good standing necessary, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) All issued and outstanding Equity Interests in each Subsidiary of the Company are, and at the time of issuance all Equity Interests in each such Subsidiary that may be issued prior to the Effective Time in accordance with this Agreement, will be, duly authorized, validly issued, fully paid and nonassessable (to the extent applicable as a legal concept), have been or will be issued in compliance with all applicable securities laws, and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the organizational documents of such Subsidiary or any Contract to which the Company or any of its Subsidiaries are, or, to the knowledge of the Company, a stockholder of such Subsidiary is, party to or otherwise bound. (c) There are no bonds, debentures, notes or other Indebtedness of any Subsidiary of the Company that may have at any time (whether actual or contingent) the right to vote, or that are convertible into or exchangeable for securities having the right to vote, on any matters on which holders of Equity Interests of any Subsidiary of the Company may vote (“Voting Subsidiary Debt”) or any securities that are convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, Voting Subsidiary Debt. (d) All issued and outstanding Equity Interests of the Subsidiaries of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of all Liens other than Permitted Liens described in clause (g) of the definition thereof or Liens arising pursuant to applicable securities Laws of general application. Except for the Company’s Subsidiaries, neither the Company nor any Subsidiary thereof owns any Equity Interests in any other Person.

Company Subsidiaries; Equity Interests. (a) Section 3.03(a4.06(a) of the Company Seller Disclosure Letter Schedule sets forth a true, correct all direct and complete list of the name and jurisdiction of organization of each Subsidiary of the Company. Each Subsidiary indirect subsidiaries of the Company has been (each a “Company Subsidiary”), listing the Company Subsidiary’s name, type of entity, jurisdiction, authorized capital stock, membership interests or equivalent, the number and type of its issued and outstanding shares of capital stock, membership units or similar ownership interests, and the current ownership of such shares, membership units or similar ownership interests. (b) Except for the Company Subsidiaries, there are no other corporations, limited liability companies, partnerships, joint ventures, associations or other entities or persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same. (c) Each Company Subsidiary is duly organized, is validly existing and (where applicable) in good standing (or equivalent concept to the extent applicable) under the laws of its jurisdiction of organizationincorporation. Each Company Subsidiary of the Company has full organizational power and authority and possesses all material Permits and approvals necessary to enable it to own, lease or otherwise hold its properties and assets Assets and to conduct carry on its business as presently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Subsidiary of the Company is duly licensed or qualified and in good standing to do business and is in good standing (where such concept is recognized under applicable Law) as a foreign corporation or other organization in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or operation holding of its properties and assets Assets makes such qualification, licensing or good standing qualification necessary, except such jurisdictions where the failure to be so qualified, licensed qualified or in good standing would not reasonably be expected to havestanding, individually or in the aggregate, would not be reasonably likely to have a material adverse impact on the business or financial performance of the Company Material Adverse Effectand the Company Subsidiaries. Seller has prior to the execution of this Agreement made available to Buyer true and complete copies of the organizational documents, each as amended to the date hereof, of each of the Significant Company Subsidiaries. (bd) All of the issued and outstanding Equity Interests in equity securities of each Company Subsidiary have been duly authorized and validly issued, and are fully paid and nonassessable. The Company or one or more of the Company are, Subsidiaries is the record and at beneficial owner of all of the time outstanding equity securities of issuance all Equity Interests in each such Company Subsidiary that may be issued prior to the Effective Time in accordance with this Agreement, will be, duly authorized, validly issued, fully paid free and nonassessable (to the extent applicable as a legal concept), clear of any Liens. The outstanding equity securities of each Company Subsidiary have not been or will be issued in compliance with all applicable securities laws, and not subject to or issued in violation of of, and are not subject to, any purchase option, call option, right of first refusal, preemptive rightpreemptive, subscription right or any similar right rights under any provision of the DGCLApplicable Law, the organizational documents of such Subsidiary Company Subsidiary, or any Contract contract, agreement or instrument to which the Company or such Company Subsidiary is subject, bound or a party or otherwise. With respect to each Company Subsidiary, there are no outstanding warrants, options, rights, “phantom” stock rights, agreements, convertible or exchangeable securities or other commitments (i) pursuant to which Seller, the Company or any Company Subsidiary is or may become obligated to issue, sell, purchase, return or redeem any shares of its Subsidiaries are, or, to the knowledge of the Company, a stockholder capital stock or other securities of such Company Subsidiary is, party to or otherwise bound. (cii) There are no bonds, debentures, notes or other Indebtedness of that give any Subsidiary of the Company that may have at any time (whether actual or contingent) person the right to vote, receive any benefits or that are convertible into rights similar to any rights enjoyed by or exchangeable for securities having accruing to the right to vote, on any matters on which holders of Equity Interests shares of any Subsidiary of the Company may vote (“Voting Subsidiary Debt”) or any securities that are convertible into or exchangeable for, or options, warrants capital stock or other securities of such Company Subsidiary or the rights to acquire or receive any, Voting Subsidiary Debtany payment in respect thereof. (d) All issued and outstanding Equity Interests of the Subsidiaries of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of all Liens other than Permitted Liens described in clause (g) of the definition thereof or Liens arising pursuant to applicable securities Laws of general application. Except for the Company’s Subsidiaries, neither the Company nor any Subsidiary thereof owns any Equity Interests in any other Person.

Company Subsidiaries; Equity Interests. (a) Section 3.03(a) of the Company Disclosure Letter sets forth a true, correct and complete list of the name and jurisdiction of organization of each Subsidiary Each of the Company. Each Subsidiary of ’s subsidiaries (together, the “Company has been Subsidiaries”) is duly organizedorganized or formed, is as applicable, validly existing and (where applicable) in good standing (or equivalent concept to the extent applicable) under the laws of its the jurisdiction in which it is organized (in the case of organizationgood standing, to the extent the concept is recognized by such jurisdiction), except where any such failure would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Each Subsidiary of the Company Subsidiaries (a) has full power and authority necessary to enable it to own, lease or otherwise hold its properties properties, rights and assets and to conduct its business as presently conductedconducted and (b) is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties makes such qualification or licensing necessary, except as other than where the failure to have such power and authority or to be so qualified or licensed would not reasonably be expected to haveto, individually or in the aggregate, have a Company Material Adverse Effect. Each Subsidiary Section 2.03(a) of the Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of its business or the ownershipDisclosure Letter lists, leasing or operation of its properties and assets makes such qualification, licensing or good standing necessary, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) All issued and outstanding Equity Interests in each Subsidiary as of the Company are, and at the time date of issuance all Equity Interests in each such Subsidiary that may be issued prior to the Effective Time in accordance with this Agreement, will be, duly authorized, each Company Subsidiary and its jurisdiction of organization. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued, issued and are fully paid and nonassessable (to the extent applicable as a legal concept), have been or will be issued in compliance with all applicable securities laws, and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the organizational documents of such Subsidiary or any Contract to which the Company or any of its Subsidiaries are, or, to the knowledge of the Company, a stockholder of such Subsidiary is, party to or otherwise bound. (c) There are no bonds, debentures, notes or other Indebtedness of any Subsidiary of the Company that may have at any time (whether actual or contingent) the right to vote, or that are convertible into or exchangeable for securities having the right to vote, on any matters on which holders of Equity Interests of any Subsidiary of the Company may vote (“Voting Subsidiary Debt”) or any securities that are convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, Voting Subsidiary Debt. (d) All issued and outstanding Equity Interests of the Subsidiaries of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of all Liens pledges, liens, charges, mortgages, encumbrances, licenses, adverse ownership interests and security interests of any kind or nature whatsoever (collectively, “Liens”), other than Permitted Liens described in clause (g) Liens. As of the definition thereof date of this Agreement, there are no options, warrants, rights, convertible or Liens arising pursuant exchangeable securities, stock-based performance units or Contracts to applicable securities Laws 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 general application. capital stock of, or any security convertible or exchangeable for any shares of capital stock of, any Company Subsidiary. (b) Except for its interests in the Company’s Company Subsidiaries, neither the Company nor does not own, directly or indirectly, any Subsidiary thereof owns any Equity Interests capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any other Person.

Company Subsidiaries; Equity Interests. (a) Each Subsidiary of the Company set forth on Section 3.03(a) 3.03 of the Company Disclosure Letter sets forth is a true, correct and complete list significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the name and jurisdiction of organization of each Subsidiary of the CompanyCompany (each, a “Significant Subsidiary”). Each Subsidiary of the Company has been duly organized, is validly existing and (where applicable) in good standing (or equivalent concept to the extent applicable) under the laws Laws of its jurisdiction of organization. Each Subsidiary of the Company has full power and authority necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its business as presently conducted, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties and assets makes such qualification, licensing or good standing necessary, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Subsidiaries of the Company and their respective jurisdictions of organization are set forth in Section 3.03(a) of the Company Disclosure Schedule. (b) All issued and outstanding Equity Interests in each Subsidiary of the Company are, and at the time of issuance all Equity Interests in each such Subsidiary that may be issued prior to the Effective Time in accordance with this AgreementTime, will be, duly authorized, validly issued, fully paid and nonassessable (to the extent applicable as a legal concept), have been or will be issued in compliance with all applicable securities laws, ) and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCLDGCL or equivalent Law of its jurisdiction of organization, the organizational documents of such Subsidiary or any Contract to which the Company or any of its Subsidiaries are, or, to the knowledge of the Company, a stockholder of such Subsidiary is, party to or otherwise bound., except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole (c) There As of the date of this Agreement, there are no material bonds, debentures, notes or other Indebtedness of any Subsidiary of the Company that may have at any time (whether actual or contingent) the right to vote, or that are convertible into or exchangeable for securities having the right to vote, on any matters on which holders of Equity Interests of any Subsidiary of the Company may vote (“Voting Subsidiary Debt”) or any material securities that are convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, Voting Subsidiary Debt. (d) All issued and outstanding Equity Interests of the Subsidiaries of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of all Liens other than Permitted Liens described in clause (g) Liens. As of the definition thereof date of this Agreement, except for Equity Interests in the Subsidiaries of the Company that are owned by the Company or Liens arising pursuant to applicable securities Laws a wholly owned Subsidiary of general application. Except for the Company’s Subsidiaries, neither there are no issued or outstanding Equity Interests in any Subsidiary of the Company nor any outstanding obligations of any Subsidiary of the Company to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any Equity Interests in such Subsidiary. As of the date of this Agreement, there are not any outstanding obligations of the Company or any Subsidiary of the Company to directly or indirectly amend, redeem, repurchase or otherwise acquire any Equity Interests in any Subsidiary of the Company. Neither the Company nor any Subsidiary thereof owns of the Company is party to any agreement with respect to the voting, transfer or registration of any capital stock or voting securities of, or other Equity Interests in, in any Subsidiary of the Company. Neither the Company nor any Subsidiary of the Company is party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of any Subsidiary of the Company. The Company does not directly or indirectly own any Equity Interests in any corporation, partnership, joint venture or other Personbusiness association or entity other than the Subsidiaries of the Company.

Company Subsidiaries; Equity Interests. (a) Section 3.03(a) 3.02 of the Company Disclosure Letter Schedule sets forth a true, correct true and complete list of the name and jurisdiction of organization of each Subsidiary all Subsidiaries of the Company, listing for each Subsidiary its name, type of entity, the jurisdiction and date of its incorporation or organization, its authorized capital stock, partnership capital or equivalent, the number and type of its issued and outstanding shares of capital stock, partnership interests or similar ownership interests, the current ownership of such shares, partnership interests or similar ownership interests and its current officers and directors. Each Subsidiary of the Company has been is a corporation, limited partnership or limited liability company, as applicable, duly organized, is validly existing and (where applicable) in good standing (or equivalent concept to the extent applicable) under the laws Laws of its jurisdiction of organization. Each Subsidiary of the Company incorporation, and has full all requisite power and authority necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct carry on its business in all material respects as presently conducted, except as would not reasonably be expected to have, individually or in conducted on the aggregate, a Company Material Adverse Effectdate hereof. Each Subsidiary of the Company is duly licensed qualified or qualified registered as a foreign corporation, limited partnership or limited liability company, as applicable, to do transact business and is in good standing (where such concept is recognized under applicable Law) in the Laws of each jurisdiction in which where the nature character of its business activities or the ownership, leasing location of the properties owned or operation of its properties and assets makes leased by it requires such qualification, licensing qualification or good standing necessaryregistration, except where the failure to be so qualified, licensed of such qualification or in good standing registration would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company. (b) All issued and of the outstanding Equity Interests in capital stock or other voting securities of, or similar ownership interests in, each Subsidiary of the Company areis owned by the Company, directly or indirectly, free and at the time of issuance all Equity Interests in each such Subsidiary that may be issued prior to the Effective Time in accordance with this Agreement, will be, duly authorized, validly issued, fully paid and nonassessable (to the extent applicable as a legal concept), have been or will be issued in compliance with all applicable securities laws, and not subject to or issued in violation clear of any purchase optionLien and free of any other limitation or restriction (including any restriction on the right to vote, call optionsell or otherwise dispose of such capital stock, right other voting securities or other ownership interests). There are no (i) outstanding securities of first refusal, preemptive right, subscription right the Company or any similar right under any provision Subsidiary of the DGCLCompany convertible into or exchangeable for shares of capital stock, other voting securities or other ownership interests in any Subsidiary of the organizational documents of such Subsidiary Company, or (ii) options or warrants or other rights or arrangements to acquire from the Company or any Contract to which of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries areto issue, orany capital stock, to the knowledge other voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, other voting securities of, or ownership interests in, any Subsidiary of the Company, a stockholder of such Subsidiary is, party to or otherwise bound. (c) . There are no bondsoutstanding obligations of the Company or any Subsidiary of the Company to repurchase, debentures, notes redeem or other Indebtedness otherwise acquire any securities of any Subsidiary of the Company that may have at any time (whether actual or contingent) the right to vote, or that are convertible into or exchangeable for securities having the right to vote, on any matters on which holders of Equity Interests of any Subsidiary of the Company may vote (“Voting Subsidiary Debt”) or any securities that are convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, Voting Subsidiary DebtCompany. (d) All issued and outstanding Equity Interests of the Subsidiaries of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of all Liens other than Permitted Liens described in clause (g) of the definition thereof or Liens arising pursuant to applicable securities Laws of general application. Except for the Company’s Subsidiaries, neither the Company nor any Subsidiary thereof owns any Equity Interests in any other Person.

Company Subsidiaries; Equity Interests. (a) Section 3.03(a4.06(a) of the Company Seller Disclosure Letter Schedule sets forth a true, correct true and complete list list, as of the name date hereof, of all direct and jurisdiction of organization of each Subsidiary of the Company. Each Subsidiary indirect Subsidiaries of the Company has been (each a “Company Subsidiary”), listing each Company Subsidiary’s name, type of entity, jurisdiction, authorized capital stock, membership interests or equivalent, the number and type of its issued and outstanding shares of capital stock, membership units or similar ownership interests, and the current ownership of such shares, membership units or similar ownership interests. (b) Except for the Company Subsidiaries, there are no other corporations, limited liability companies, partnerships, joint ventures, associations or other entities or persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same. None of the Company or any Company Subsidiary is subject to any obligation (by Applicable Law, Contract or otherwise) to make any investment or otherwise acquire capital stock or other equity interests in any other person. (c) Each Company Subsidiary is duly organized, is validly existing and (where applicable) in good standing (or equivalent concept to the extent applicable) under the laws of its jurisdiction of organizationincorporation or formation, as the case may be. Each Company Subsidiary of the Company has full all requisite organizational power and authority and possesses and has in effect all Permits necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct carry on its business as presently conducted, except as would not reasonably be expected to haveother than such Permits the lack of which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary of the Company is duly qualified or licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding or operation of its properties and or assets makes such qualification, licensing or good standing necessary, except such jurisdictions where the failure to be so qualified, licensed or in good standing would not reasonably be expected to havestanding, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Seller has prior to the execution of this Agreement made available to Buyer true and complete copies of the organizational documents of each Company Subsidiary, each as amended to, and in effect on, the date hereof, and none of the Company Subsidiaries is in default under or in violation of any provision thereof in any material respect. (bd) All of the issued and outstanding Equity Interests equity securities or similar ownership interests in each Company Subsidiary of the Company are, have been duly authorized and at the time of issuance all Equity Interests in each such Subsidiary that may be issued prior to the Effective Time in accordance with this Agreement, will be, duly authorized, validly issued, and are fully paid and nonassessable (to nonassessable. The Company is the extent applicable as a legal concept), direct or indirect record and beneficial owner of all of the outstanding equity securities or similar ownership interests in each Company Subsidiary. The outstanding equity securities or similar ownership interests in each Company Subsidiary have not been or will be issued in compliance with all applicable securities laws, and not subject to or issued in violation of of, and are not subject to, any purchase option, call option, right of first refusal, preemptive rightrefusal or offer or any preemptive, subscription right or any similar right rights under any provision of the DGCLApplicable Law, the organizational documents of such Subsidiary Company Subsidiary, or any Contract to which the Company or any such Company Subsidiary is subject, bound or a party or otherwise, and are owned directly or indirectly by the Company free and clear of its Subsidiaries areall Liens, or, to the knowledge of the Company, a stockholder of such Subsidiary is, party to or otherwise bound. (c) There and are no bonds, debentures, notes or other Indebtedness free of any Subsidiary of the Company that may have at any time (whether actual or contingent) restriction on the right to vote, sell or that otherwise dispose of such equity securities or similar ownership interests. With respect to each Company Subsidiary, there are no outstanding warrants, options, calls, rights, “phantom” stock rights, agreements, contracts, convertible into or exchangeable for securities having or other commitments or obligations of any kind (contingent or otherwise), or any right or privilege capable of becoming a warrant, option, call, right, “phantom” stock right, agreement, contract, convertible or exchangeable security or other commitment or obligation (i) pursuant to which Seller, the Company or any Company Subsidiary is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of such Company Subsidiary or (ii) that give any person the right to vote, on receive any matters on which benefits or rights similar to any rights enjoyed by or accruing to the holders of Equity Interests shares of any Subsidiary of the Company may vote (“Voting Subsidiary Debt”) or any securities that are convertible into or exchangeable for, or options, warrants capital stock or other rights to acquire or receive any, Voting Subsidiary Debtsecurities of such Company Subsidiary. (d) All issued and outstanding Equity Interests of the Subsidiaries of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of all Liens other than Permitted Liens described in clause (g) of the definition thereof or Liens arising pursuant to applicable securities Laws of general application. Except for the Company’s Subsidiaries, neither the Company nor any Subsidiary thereof owns any Equity Interests in any other Person.

Company Subsidiaries; Equity Interests. (a) Section 3.03(a3.02(a) of the Company Disclosure Letter sets forth a truelists each Company Subsidiary, correct and complete list of the name and its jurisdiction of organization and the percentage of each Subsidiary of its equity interests directly or indirectly held by the Company. . (b) Each Subsidiary of the Company has been Subsidiaries is duly organized, is validly existing and (where applicable) in good standing (or equivalent concept to the extent applicable) under the laws of its the jurisdiction of organizationin which it is organized. Each Subsidiary of the Company Subsidiaries has full power and authority (whether corporate or limited liability company or otherwise, as applicable) and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its business businesses as presently conducted, except as would not reasonably be expected to haveother than such franchises, licenses, permits, authorizations and approvals the lack of which would, individually or in the aggregate, not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole. Each Subsidiary of the Company Subsidiaries is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which where the nature of its business or the ownership, its ownership or leasing or operation of its properties and assets makes make such qualification, licensing or good standing qualification necessary, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to havefor such failures that would, individually or in the aggregate, not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. The Company Material Adverse Effect. has made available to Purchaser true and complete copies of the certificate of incorporation (bor comparable charter document) All issued and outstanding Equity Interests the bylaws (or comparable organizational document) of each Company Subsidiary, in each Subsidiary of the Company are, and at the time of issuance all Equity Interests in each such Subsidiary that may be issued prior case as amended to the Effective Time in accordance with date of this Agreement, will be, duly authorized, validly issued, fully paid and nonassessable (to the extent applicable as a legal concept), have been or will be issued in compliance with all applicable securities laws, and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the organizational documents of such Subsidiary or any Contract to which the Company or any of its Subsidiaries are, or, to the knowledge of the Company, a stockholder of such Subsidiary is, party to or otherwise bound. (c) There are no bonds, debentures, notes All the outstanding equity interests of each Company Subsidiary directly or other Indebtedness of any Subsidiary of indirectly held by the Company that may have at any time (whether actual been validly issued and are fully paid, nonassessable and owned by the Company, by another Company Subsidiary or contingent) the right to vote, or that are convertible into or exchangeable for securities having the right to vote, on any matters on which holders of Equity Interests of any Subsidiary of by the Company may vote (“Voting and another Company Subsidiary Debt”) or any securities that are convertible into or exchangeable forfree and clear of Liens, or options, warrants or other rights to acquire or receive any, Voting Subsidiary Debtthan Permitted Liens. (d) All issued and outstanding Equity Interests of the Subsidiaries of Except for its interests in the Company are owned by Subsidiaries, the Company does not own, directly or a wholly owned Subsidiary of the Companyindirectly, free and clear of all Liens any capital stock, membership interest, partnership interest, joint venture interest or other than Permitted Liens described in clause (g) of the definition thereof or Liens arising pursuant to applicable securities Laws of general application. Except for the Company’s Subsidiaries, neither the Company nor any Subsidiary thereof owns any Equity Interests equity interest in any other Personperson.

Company Subsidiaries; Equity Interests. (a) Section 3.03(aThe Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization or formation, its authorized capital stock, partnership capital or equivalent, the number and type of its issued and outstanding shares of capital stock, partnership interests or similar ownership interests and the current ownership of such shares, partnership interests or similar ownership interests. All the outstanding shares of capital stock of each Company Subsidiary that is a corporation have been validly issued and are fully paid and nonassessable. All outstanding equity interests of each Company Subsidiary that is a limited liability company have been validly issued and are fully paid and are not subject to any additional required unpaid capital contributions or similar assessments. All such outstanding shares of capital stock or such other equity interests 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, options, rights of first refusal, limitations on the Company’s or any Company Subsidiary’s voting rights, charges, reservations, clouds and security interests and other encumbrances of any kind or nature whatsoever (collectively, “Liens”), except as are created or contemplated by this Agreement, the Shareholder Agreement and the transactions contemplated hereby and thereby. (b) of Except for its interests in the Company Subsidiaries and except for the ownership interests set forth in the Company Disclosure Letter sets forth a trueLetter, correct and complete list of the name and jurisdiction of organization of each Subsidiary of the Company. Each Subsidiary of the Company has does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other interest (equity or otherwise) in any person or any right (contingent or otherwise) to acquire the same. (c) All corporate actions taken by each Company Subsidiary have been duly organized, is validly existing and (where applicable) in good standing (or equivalent concept to the extent applicable) under the laws of its jurisdiction of organization. Each Subsidiary of the Company has full power and authority necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its business as presently conductedauthorized, except as for failures of corporate actions to be duly authorized that, individually and in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each No Company Subsidiary has taken any action that in any respect conflicts with, constitutes a default under or results in a violation of the Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature any provision of its business certificate of incorporation or the ownership, leasing by-laws (or operation of its properties and assets makes such qualification, licensing or good standing necessarysimilar organizational documents), except where for conflicts, defaults or violations that, individually and in the failure to be so qualifiedaggregate, licensed or in good standing have not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) All issued and outstanding Equity Interests in each Subsidiary of the Company are, and at the time of issuance all Equity Interests in each such Subsidiary that may be issued prior to the Effective Time in accordance with this Agreement, will be, duly authorized, validly issued, fully paid and nonassessable (to the extent applicable as a legal concept), have been or will be issued in compliance with all applicable securities laws, and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the organizational documents of such Subsidiary or any Contract to which the Company or any of its Subsidiaries are, or, to the knowledge of the Company, a stockholder of such Subsidiary is, party to or otherwise bound. (c) There are no bonds, debentures, notes or other Indebtedness of any Subsidiary of the Company that may have at any time (whether actual or contingent) the right to vote, or that are convertible into or exchangeable for securities having the right to vote, on any matters on which holders of Equity Interests of any Subsidiary of the Company may vote (“Voting Subsidiary Debt”) or any securities that are convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, Voting Subsidiary Debt. (d) All issued and outstanding Equity Interests of the Subsidiaries of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of all Liens other than Permitted Liens described in clause (g) of the definition thereof or Liens arising pursuant to applicable securities Laws of general application. Except for the Company’s Subsidiaries, neither the Company nor any Subsidiary thereof owns any Equity Interests in any other Person.

Company Subsidiaries; Equity Interests. (a) Section 3.03(a4.06(a) of the Company Seller Disclosure Letter Schedule sets forth a true, correct all direct and complete list of the name and jurisdiction of organization of each Subsidiary of the Company. Each Subsidiary indirect subsidiaries of the Company has been (each a “Company Subsidiary”), listing each Company Subsidiary’s name, type of entity, jurisdiction, authorized capital stock, membership interests or equivalent, the number and type of its issued and outstanding shares of capital stock, membership units or similar ownership interests, and the current ownership of such shares, membership units or similar ownership interests. (b) Except for the Company Subsidiaries, there are no other corporations, limited liability companies, partnerships, joint ventures, associations or other entities or persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same. (c) Each Company Subsidiary is duly organizedformed, is validly existing and (where applicable) in good standing (or equivalent concept to the extent applicable) under the laws of its jurisdiction of organizationincorporation or formation. Each Company Subsidiary of the Company has full organizational power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct carry on its business as presently conducted, except as would not reasonably be expected to haveother than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, a would not be reasonable be expected to be material to the Company Material Adverse Effectand the Company Subsidiaries. Each Company Subsidiary of the Company is duly licensed or qualified and in good standing to do business and is in good standing (where such concept is recognized under applicable Law) as a foreign corporation or other organization in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or operation holding of its properties and assets makes such qualification, licensing or good standing qualification necessary, except such jurisdictions where the failure to be so qualified, licensed qualified or in good standing would not reasonably be expected to havestanding, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. Seller has prior to the execution of this Agreement made available to Buyer true and complete copies of the organizational documents, each as amended to the date hereof, of each of the Company Subsidiaries. (bd) All of the issued and outstanding Equity Interests in equity securities of each Company Subsidiary have been duly authorized and validly issued, and are fully paid and nonassessable. The Company or one or more of the Company are, Subsidiaries is or are the sole and at exclusive record and beneficial owner(s) of all of the time outstanding equity securities of issuance all Equity Interests in each such Company Subsidiary. The outstanding equity securities of each Company Subsidiary that may be issued prior to the Effective Time in accordance with this Agreement, will be, duly authorized, validly issued, fully paid and nonassessable (to the extent applicable as a legal concept), have not been or will be issued in compliance with all applicable securities laws, and not subject to or issued in violation of of, and are not subject to, any purchase option, call option, right of first refusal, preemptive rightpreemptive, subscription right or any similar right rights under any provision of the DGCLApplicable Law, the organizational documents of such Company Subsidiary, or any contract, agreement or instrument to which the equity interests of any Company Subsidiary or any Contract to which Seller, the Company or such Company Subsidiary is subject, bound or otherwise a party. With respect to each Company Subsidiary, there are no outstanding warrants, options, rights, “phantom” stock rights, agreements, convertible or exchangeable securities or other commitments (i) pursuant to which Seller, the Company or any Company Subsidiary is or may become obligated to issue, sell, purchase, return or redeem any shares of its Subsidiaries are, or, to the knowledge of the Company, a stockholder capital stock or other securities of such Company Subsidiary is, party to or otherwise bound. (cii) There are no bonds, debentures, notes or other Indebtedness of that give any Subsidiary of the Company that may have at any time (whether actual or contingent) person the right to vote, receive any benefits or that are convertible into rights similar to any rights enjoyed by or exchangeable for securities having accruing to the right to vote, on any matters on which holders of Equity Interests shares of any Subsidiary of the Company may vote (“Voting Subsidiary Debt”) or any securities that are convertible into or exchangeable for, or options, warrants capital stock or other rights to acquire or receive any, Voting Subsidiary Debtsecurities of such Company Subsidiary. (d) All issued and outstanding Equity Interests of the Subsidiaries of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of all Liens other than Permitted Liens described in clause (g) of the definition thereof or Liens arising pursuant to applicable securities Laws of general application. Except for the Company’s Subsidiaries, neither the Company nor any Subsidiary thereof owns any Equity Interests in any other Person.