Common use of Company Subsidiaries Clause in Contracts

Company Subsidiaries. All the outstanding shares of capital stock, voting securities of, and other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of (a) all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) and (b) any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except, in the case of the foregoing clauses (a) and (b), as imposed by this Agreement, the Organizational Documents of the Company Subsidiaries or applicable securities Laws. Section 3.02 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of the Company Subsidiaries. The Company has made available to Parent true and complete copies of the articles of incorporation and bylaws (or equivalent Organizational Documents) of each Company Subsidiary in effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary owns any shares of capital stock or voting securities of, or other equity interests in, any Person other than the Company Subsidiaries.

Company Subsidiaries. All Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 sets forth a list of the Company Subsidiaries, including the Company’s Significant Subsidiaries, which were required to be set forth by SEC rules in such exhibit. Except for the statutory trusts established by the Company and that have issued and outstanding trust preferred securities, the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock of or all other equity interests in each of the Company Subsidiaries, free and clear of any liens, charges, adverse rights or claims, pledges, covenants, title defects, security interests and other encumbrances of any kind (“Liens”), and all of such shares or equity interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock, voting securities of, and any other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by another Company Subsidiary security or by the Company and another Company Subsidiary, free and clear of (a) all pledges, liens, charges, mortgages, encumbrances and security interests of any kind voting debt or nature whatsoever (collectively, “Liens”) and (b) any other restriction (including any restriction on securities representing the right to vote, sell purchase or otherwise dispose of such capital stock, voting securities or other equity interests), except, in the case of the foregoing clauses (a) and (b), as imposed by this Agreement, the Organizational Documents of the Company Subsidiaries or applicable securities Laws. Section 3.02 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of the Company Subsidiaries. The Company has made available to Parent true and complete copies of the articles of incorporation and bylaws (or equivalent Organizational Documents) of each Company Subsidiary in effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary owns receive any shares of capital stock or voting securities ofstock, or any other equity interests in, security or any Person other than the voting debt of such Company SubsidiariesSubsidiary.

Company Subsidiaries. (a) All the outstanding shares of capital stock, stock or voting securities of, and or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are (other than qualifying shares and shares held by natural persons pursuant to requirements of Law of non-U.S. jurisdictions) wholly owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of (a) all pledgesLiens, liens, charges, mortgages, encumbrances and security interests free of any kind or nature whatsoever (collectively, “Liens”) and (b) any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except) except for restrictions imposed by applicable securities Laws and, in the case of the foregoing clauses (a) and (b)each case, as imposed by this Agreement, the Organizational Documents of the Company Subsidiaries or applicable securities Lawsexcept for Permitted Liens. Section 3.02 4.02(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of the Company Subsidiaries. The Company has made available to Parent true and complete copies of , together with (i) the articles jurisdiction of incorporation and bylaws (or equivalent Organizational Documents) organization, as the case may be, of each Company Subsidiary in effect Subsidiary, (ii) the type of and percentage of interest held (including capital account balances for any entity treated as of a partnership for income tax purposes from the date of this Agreement. Neither most recently filed relevant Tax Return), directly or indirectly, by the Company nor in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held (including capital account balances for any Company Subsidiary owns any shares of capital stock or voting securities of, or other equity interests in, entity treated as a partnership for income tax purposes from the most recently filed relevant Tax Return) by any Person other than the Company Subsidiariesor a Company Subsidiary in each Company Subsidiary and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary.

Company Subsidiaries. All Except as set forth in Section 3.02 of the Company Disclosure Letter, all the outstanding shares of capital stockstock of, voting securities of, and other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of (a) all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) and (b) any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except, in the case of the foregoing clauses (a) and (b), as imposed by this Agreement, the Organizational Documents of the Company Subsidiaries or Subsidiaries, applicable securities LawsLaws or inchoate Liens arising as a matter of law. Section 3.02 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of the Company Subsidiaries. The Company has made available to Parent true and complete copies of the articles of incorporation and bylaws (or equivalent Organizational Documents) of each Company Subsidiary in effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary owns any shares of capital stock or voting securities of, or other equity interests in, any Person other than the Company Subsidiaries. The Company has made available to Parent true and complete copies of the articles of incorporation and bylaws (or equivalent Organizational Documents) of each Material Company Subsidiary in effect as of the date of this Agreement.

Company Subsidiaries. All the outstanding shares of capital stock, stock or voting securities of, and or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable (and no such securities or equity interests have been issued in violation of any preemptive or similar rights) and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of (a) all pledges, liens, charges, mortgages, claims, restrictions, infringements, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) ), and (b) free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except, in the case of the foregoing clauses (a) and (b), as except for restrictions imposed by this Agreement, the Organizational Documents of the Company Subsidiaries or applicable securities Lawslaws. Section 3.02 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of the Company SubsidiariesSubsidiaries and each Company Subsidiary’s jurisdiction of incorporation or organization. The Company has made available to Parent true and complete copies of the articles of incorporation and bylaws (or equivalent Organizational Documentsconstituent documents) of each Company Subsidiary in effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary owns any shares of capital stock or voting securities of, or other equity interests in, any Person other than the Company Subsidiaries.

Company Subsidiaries. All the outstanding shares of capital stock, stock or voting securities of, and or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of (a) all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) and (b) any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except, in the case of the foregoing clauses (a) and (b), as imposed by this Agreement, the Organizational Documents of the Company Subsidiaries or applicable securities Laws. Section 3.02 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of the Company Subsidiaries. The Company has made available to Parent true and complete copies of the articles of incorporation and bylaws (or equivalent Organizational Documents) of each Company Subsidiary in effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary owns any shares of capital stock or voting securities of, or other equity interests in, any Person other than the Company Subsidiaries.

Company Subsidiaries. (a) All of the outstanding shares of capital stock, stock or voting securities of, and or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by another a Company Subsidiary or by the Company and another a Company Subsidiary, free and clear of (a) all pledges, liens, charges, mortgages, encumbrances and security interests deeds of any kind trust, rights of first offer or nature whatsoever (collectivelyfirst refusal, “Liens”) and (b) options, encumbrances, any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests) and any security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), except, in the case of the foregoing clauses (a) and (b), as except for restrictions imposed by this Agreement, the Organizational Documents applicable securities Laws and except as set forth in Section 4.02(a) of the Company Subsidiaries or applicable securities LawsDisclosure Letter. Section 3.02 4.02(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of the Company Subsidiaries. The , each such Company has made available to Parent true Subsidiary’s jurisdiction of organization and complete copies the class, number and percentage of the articles of incorporation its authorized, issued and bylaws (or equivalent Organizational Documents) of each Company Subsidiary in effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary owns any outstanding shares of capital stock or stock, voting securities of, or other equity interests ininterests, any Person other than if any, that are not owned by the Company Subsidiariesor a Company Subsidiary.

Company Subsidiaries. All the outstanding shares of capital stock, stock or voting securities of, and or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of (a) all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) and (b) any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except, in the case of the foregoing clauses (a) and (b), as imposed by this Agreement, the Organizational Documents of the Company Subsidiaries or applicable securities Laws. Section 3.02 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of the Company Subsidiaries. The Company has made available to Parent true and complete copies of the articles of incorporation and bylaws (or equivalent Organizational Documentsconstituent documents) of each Company Subsidiary in effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary owns any shares of capital stock or voting securities of, or other equity interests in, any Person other than the Company Subsidiaries.

Company Subsidiaries. All of the outstanding shares of capital stock, stock or voting securities of, and or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Companywholly owned, by another Company Subsidiary directly or indirectly, by the Company and another or a Company Subsidiary, free and clear of (a) all pledges, liens, charges, mortgages, encumbrances encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever (collectively, “Liens”) and (b) any other restriction (including any restriction on the right to votevote or transfer the same, sell or otherwise dispose except for such transfer restrictions of such capital stockgeneral applicability as may be provided under the Securities Act and the “blue sky” Legal Requirements) (collectively, voting securities or other equity interests“Liens”), except, in the case of the foregoing clauses (a) and (b), as imposed by this Agreement, the Organizational Documents of the Company Subsidiaries or applicable securities Lawsother than Permitted Liens. Section 3.02 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list lists all of the Company Subsidiaries. The Company has made available to Parent true true, correct and complete copies of the articles certificate of incorporation incorporation, bylaws and bylaws (or equivalent Organizational Documents) other charter and organizational documents of each Company Subsidiary in effect as of the date of this Agreement. Neither The Company Subsidiaries are in compliance in all material respects with their respective organizational or governing documents. Except for equity interests in the Company nor Subsidiaries, the Company does not own, directly or indirectly, any Company Subsidiary owns any shares of capital stock or voting securities of, other ownership interest in any Person or the right or obligation to acquire any capital stock or other equity interests in, ownership interest in any Person other than the Person. No shares of Company SubsidiariesCommon Stock are owned by any Company Subsidiary.

Company Subsidiaries. All the outstanding shares of capital stock, voting securities of, and other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of (a) all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) and (b) any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except, in the case of the foregoing clauses (a) and (b), as imposed by this Agreement, the Organizational Documents of the Company Subsidiaries or applicable securities Laws. Section 3.02 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of the Company Subsidiaries. The Company has made available to Parent true and complete copies of the articles of incorporation and bylaws (or equivalent Organizational Documents) of each Company Subsidiary in effect as of the date of this this‌ Agreement. Neither the Company nor any Company Subsidiary owns any shares of capital stock or voting securities of, or other equity interests in, any Person other than the Company Subsidiaries.