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 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. (a) All of the outstanding shares of share capital stock, or voting securities of, and or other equity interests in, each Company of Luxco 1A, Luxco 1B and each Transferred Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of (a) all pledgesmaterial Liens, liensexcluding Permitted 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 stockshare capital, 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 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 of Luxco 1A and Luxco 1B (the “Transferred Subsidiaries. The Company has made available to Parent true and complete copies of the articles ”), each such Transferred Subsidiary’s jurisdiction of incorporation and bylaws the class, number and percentage of its authorized, issued and outstanding share capital, if any, that are not owned by the Company or a Company Subsidiary. (or equivalent Organizational Documentsb) of each Company Subsidiary in effect as As of the date of this Agreement. Neither , except for the capital stock and voting securities of, and other equity interests in, the Company nor Subsidiaries, none of the Company or any Company Subsidiary owns owns, directly or indirectly, any shares of share capital stock or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any share capital or voting securities of, or other equity interests in, any Person firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other than the Company Subsidiariesentity.

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. 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.

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.