Common use of Company Subsidiaries Clause in Contracts

Company Subsidiaries. Each Subsidiary of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the corporate power to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary of Company is duly qualified as a foreign corporation to do business, and is in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other jurisdiction where the character of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company Subsidiary. All of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the Company.

Company Subsidiaries. Each Subsidiary (a) The only Subsidiaries of the Company is are the entities listed on in Schedule 4.5 heretoII (collectively, the “Company Subsidiaries,” and each separately a “Company Subsidiary”). The Schedule II correctly sets forth the name of each Company has conducted Subsidiary, the jurisdiction of its business solely through organization, the name of the Persons owning the outstanding equity interests of such Company and its Subsidiaries at all times. All assets, properties and rights relating to Subsidiary (each such Person other than the Company's business are held by , a “Subsidiary Owner,” and all agreementscollectively, obligations the “Subsidiary Owners”) and transactions relating to the Company's business have been entered intonumber, incurred nature and conducted by, legal and beneficial owners of the equity interests of such Company and its SubsidiariesSubsidiary. Each Company Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws Applicable Laws of its jurisdiction of incorporation organization, and has the all company or corporate power to own its properties and to carry on its business as it presently conducted and is now being conducted or presently proposed qualified to be conducted. Each Subsidiary of Company is duly qualified do business as a foreign corporation to do business, and is entity in good standing every jurisdiction in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other jurisdiction where the character of its properties owned or held under lease or which the nature of its activities would make business or the location of its properties requires such qualification, except where the lack of such qualification necessary, if failure to so qualify might would not have an adverse material effect upon the business or property of any a Company SubsidiaryMaterial Adverse Effect. All of the outstanding shares of capital stock equity interests of each of the Subsidiaries of Company Subsidiary have been duly authorized, are validly issued, fully paid and non-assessable and, except nonassessable and as set forth on Schedule 4.5 hereto, and of the date of this Agreement all of such equity interests are collectively owned by the Company Subsidiary Owners and the Company, free and clear of any Encumbrances all Liens, excepting only such restrictions upon transfer, if any, as may be imposed by Applicable Law. Effective as of any nature whatsoever (whether absoluteimmediately prior to the Closing, accrued, and contingent only upon the Closing and payment by Parent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries Purchaser of the Company any Subsidiary Purchase Amounts on behalf of the outstandingCompany to the Subsidiary Owners pursuant to the Subsidiary Purchase Agreements, authorized but unissued or treasury shares the Company will own all of the capital stock or any other security issued and outstanding equity interests of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the Companyeach Company Subsidiary.

Company Subsidiaries. Each Subsidiary of the Company Subsidiaries (i) is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company is a corporation an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws Laws of the jurisdiction of its jurisdiction of incorporation organization, (ii) has all requisite corporate or similar power and has the corporate power authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary of Company and (iii) is duly qualified as a foreign corporation or licensed to do business, business and is in good standing (with respect to jurisdictions that recognize such concept) in each other jurisdiction in which the jurisdictions listed on Schedule 4.5 hereto nature of its business or the ownership, leasing or operation of its properties and except as set forth on Schedule 4.5 heretoassets makes such qualification or licensing necessary, is not required except, with respect to each of the clauses (i), (ii) and (iii), for any such failures to have such power and authority or to be so qualified and or licensed or in good standing as, individually or in any other the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect. Section 3.3 of the Company Disclosure Letter sets forth a true, correct and complete list of each Subsidiary of the Company, the number and type of outstanding equity securities of each such Subsidiary and a true, correct and complete list of the holders thereof, and the jurisdiction where the character of its properties owned incorporation or held under lease or the nature organization of its activities would make each such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company Subsidiary. All Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries of Company are (i) is duly authorized, validly issued, fully paid and non-assessable andnonassessable, except as set forth on Schedule 4.5 hereto(ii) is not subject to, and are was not 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 applicable Law, the charter, by-laws or other organizational documents of such Subsidiary or any Contract to which such Subsidiary is a party or is otherwise bound, and (iii) is owned by the Company or another wholly owned Subsidiary of the Company free and clear of any Encumbrances all security interests, liens, claims, pledges, Contracts, limitations in voting rights, charges, assignment, deposit arrangement, or other encumbrances of any nature whatsoever (whether absoluteincluding any conditional sale or other title retention agreement, accrued, contingent or otherwise). Except and any financing lease having substantially the same economic effect as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries foregoing, but excluding with respect to Intellectual Property, non-exclusive licenses with customers entered into in the Ordinary Course of Business) (collectively, “Liens”). There are no outstanding or authorized options, warrants, rights, Contracts or commitments to which the Company or any of its Subsidiaries is a party or which are binding on any of them providing for the outstandingissuance, authorized but unissued disposition or treasury shares acquisition of the capital stock or any other security equity securities of any Subsidiary of the Company; there is . There are no outstanding security of any kind convertible into stock appreciation, phantom stock or exchangeable for such capital stock of similar rights with respect to any Subsidiary of the Company. The Company has made available to Parent true, correct and complete copies of the charter, by-laws or other organizational documents of each Subsidiary of the Company. The Company does not control, directly or indirectly, or have any direct or indirect equity participation or similar interest in, any corporation, partnership, limited liability company, joint venture, trust or other business association or entity which is not a Subsidiary of the Company. Other than intercompany arrangements between the Company and its Subsidiaries, neither the Company nor any of its Subsidiaries is subject to any obligation, contingent or otherwise, to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person.

Company Subsidiaries. (a) Each Subsidiary of the Company’s Subsidiaries, together with the jurisdiction of organization or formation of each such Company Subsidiary, is set forth in Section 4.03(a) of the Company is listed on Schedule 4.5 heretoDisclosure Schedule. The Company has conducted its business solely through Other than the Company and its Subsidiaries at all times. All assetsSubsidiaries, properties and rights relating to the Company's business are held by and all agreementsCompany does not own or control, obligations and transactions relating to the Company's business have been entered intodirectly or indirectly, incurred and conducted byany membership interest, Company and its Subsidiariespartnership interest, joint venture interest, other equity interest or any other capital stock of any Person. Each Company Subsidiary of Company is a corporation corporation, partnership, limited liability company, trust or other organization that is duly incorporated or organized, validly existing and and, to the extent applicable, in good standing under the laws Laws of the jurisdiction of its jurisdiction incorporation or organization, except where the failure to be duly incorporated, validly existing or in good standing has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. Each of incorporation and the Company Subsidiaries has the corporate requisite corporate, limited partnership, limited liability company or similar power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted conducted, except where the failure to have such requisite power has not been and would not reasonably be expected to be, individually or presently proposed in the aggregate, material to be conductedthe Company and the Company Subsidiaries. Each Subsidiary of the Company Subsidiaries is duly qualified as a foreign corporation or licensed to do business, business and is in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other each jurisdiction where the character of its the properties owned owned, leased or held under lease operated by it or the conduct or nature of its activities would make business makes such qualification or licensing necessary, if except for jurisdictions in which the failure to be so qualify might have an adverse material effect upon qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the business or property of any aggregate, a Company Subsidiary. All of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the CompanyMaterial Adverse Effect.

Company Subsidiaries. (a) Each Subsidiary of the Company’s Subsidiaries, together with the jurisdiction of organization or formation of each such Subsidiary, is set forth in Section 4.03(a) of the Company is listed on Schedule 4.5 heretoDisclosure Letter. The Company has conducted its business solely through Other than the Company’s Subsidiaries or as set forth in Section 4.03(a) of the Company and its Subsidiaries at all timesDisclosure Letter, the Company does not own or control, directly or indirectly, any membership interest, partnership interest, joint venture interest, other equity interest or any other capital stock of any Person. All assets, properties and rights relating to Each of the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company ’s Subsidiaries is a corporation corporation, partnership, limited liability company, trust or other organization that is duly incorporated or organized, validly existing and and, to the extent applicable, in good standing under the laws Laws of the jurisdiction of its jurisdiction incorporation or organization, except where the failure to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of incorporation and the Company’s Subsidiaries has the corporate requisite corporate, limited partnership, limited liability company or similar power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary of Company the Company’s Subsidiaries is duly qualified as a foreign corporation or licensed to do business, business and is in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other each jurisdiction where the character of its the properties owned owned, leased or held under lease operated by it or the conduct or nature of its activities would make business makes such qualification or licensing necessary, if except for jurisdictions in which the failure to be so qualify might have an adverse material effect upon qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the business or property of any aggregate, a Company Subsidiary. All of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the CompanyMaterial Adverse Effect.

Company Subsidiaries. Each Subsidiary (a) Section 2.6(a) of the Company is listed on Disclosure Schedule 4.5 hereto. The Company has conducted its lists each corporation, limited liability company, partnership, association, joint venture or other business solely through entity of which the Company owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body (each, a “Subsidiary”), including its form and state of organization, ownership and states in which qualified to do business, and the names of each of its Subsidiaries at all times. All assets, properties officers and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiariesdirectors. Each Subsidiary of Company is a corporation corporation, limited liability company or similar legal entity duly organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation and or organization. Each Subsidiary has the corporate power to own its assets and properties and to carry on its business as it is now being currently conducted or presently proposed and as currently contemplated to be conducted. Each Subsidiary of Company is duly qualified as a foreign corporation or licensed (to the extent such concepts are applicable) to do business, business and is in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and each jurisdiction in good standing in any other jurisdiction where which the character or location of its assets or properties owned (whether owned, leased or held under lease licensed) or the nature of its activities would business make such qualification qualifications or licenses necessary, if except where the failure to be so qualify might have an adverse qualified or licensed would not reasonably be material to the Company and its Subsidiaries, taken as a whole. A true, correct and complete copy of each Subsidiary’s charter documents and bylaws (or similar charter documents), each as amended to date and in full force and effect upon on the business or property of any Company Subsidiarydate hereof, has been Made Available. All of the outstanding shares of capital stock or other equity interests of each Subsidiary are owned of record and beneficially by the Subsidiaries Company. All outstanding shares or other equity interests of Company each Subsidiary are duly authorized, validly issued, fully paid and non-assessable andand not subject to preemptive rights created by the charter documents or bylaws of such Subsidiary, except as set forth on Schedule 4.5 heretoor any agreement to which such Subsidiary is a party or by which it is bound, have been issued in compliance with all applicable Legal Requirements, and are owned free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Company free and clear Surviving Corporation of such Subsidiary’s business as presently conducted. There are no options, warrants, calls, rights, commitments or agreements of any Encumbrances of character, written or oral, to which any nature whatsoever (whether absoluteSubsidiary is a party or by which any Subsidiary is bound obligating the Subsidiary to issue, accrueddeliver, contingent sell, repurchase or otherwise). Except as set forth in Schedule 4.5 heretoredeem, there are not outstanding rights or cause to purchase be issued, sold, repurchased or otherwise to receive from redeemed, any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other security of similar rights with respect to any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary Subsidiaries. Section 2.6(a) of the CompanyDisclosure Schedule lists the directors and officers of each Subsidiary as of the date of this Agreement. None of the Subsidiaries is or has ever been in violation of its articles or certificate of incorporation, bylaws or other applicable constituent governing documents. All outstanding shares or other equity interests of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable.

Company Subsidiaries. Each Subsidiary (a) Section 3.3(a) of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through Disclosure Letter sets forth the name of each entity, whether incorporated or unincorporated, with respect to which the Company owns more than fifty percent (50%) of the issued and outstanding equity interests or any entity of which at least a majority of the securities or ownership interests having by their terms voting power to elect a majority of the Board of Directors, or other persons performing similar functions, is directly or indirectly owned or controlled by such party or one or more of its respective Subsidiaries at all times. All assets(collectively, properties the “Company Subsidiaries”) and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and state or jurisdiction of its Subsidiariesorganization. Each Company Subsidiary of Company is a corporation corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization and has the corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted conducted, except where the failure to have such power and authority or presently proposed necessary governmental approvals would not, individually or in the aggregate, have or be reasonably expected to be conductedresult in a Material Adverse Effect. Each Company Subsidiary of Company is duly qualified as a foreign corporation to do business, and is in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified or licensed and in good standing to do business in any other each jurisdiction where in which the character of its properties owned property owned, leased or held under lease operated by it or the nature of its activities would make the business conducted by it makes such qualification or licensing necessary, if except in such jurisdictions where the failure to be so qualify might have an adverse material effect upon duly qualified or licensed and in good standing would not reasonably be expected to, individually or in the business or property of any Company Subsidiaryaggregate, result in a Material Adverse Effect. All Section 3.3(a) of the outstanding shares of capital stock Company Disclosure Letter sets forth the name of each of the Company Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries that is a “significant subsidiary” of the Company any (as such term is defined in Rule 1-02 of Regulation S-X of the outstandingSecurities and Exchange Commission) (each, authorized but unissued or treasury shares of a “Material Subsidiary” and collectively, the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the Company“Material Subsidiaries”).

Company Subsidiaries. Each Subsidiary The Company has no “subsidiaries” (as defined under the Securities Act) other than the Company Subsidiaries. The Company owns, directly or indirectly, all of the issued and outstanding capital stock of each of the Company Subsidiaries, other than Goodwood Ship Management Pte. Ltd., 50% of the issued and outstanding capital stock of which is listed on Schedule 4.5 heretoowned by the Company. The Company has conducted its business solely through Other than the capital stock of the Company and its Subsidiaries at all times. All assetsSubsidiaries, properties and rights relating to the Company's business are held by and all agreementsCompany does not own, obligations and transactions relating to the Company's business directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have been entered intoany equity interest in any firm, incurred and conducted bypartnership, Company and its Subsidiariesjoint venture, association or other entity. Each Company Subsidiary of Company has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing (to the extent applicable) under the laws of its jurisdiction of incorporation and has the with full corporate power and authority to carry on own, lease and operate its business as it is now being conducted or presently proposed properties and to be conductedconduct its business. Each Company Subsidiary of Company is duly qualified to do business as a foreign corporation to do business, and is in good standing (to the extent applicable) in each jurisdiction where the jurisdictions listed on Schedule 4.5 hereto and ownership or leasing of its properties or the conduct of its business requires such qualification, except as set forth on Schedule 4.5 hereto, is not required where the failure to be so qualified and in good standing would not, individually or in any other jurisdiction the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is in compliance in all respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions, except where the character of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might be in compliance would not, individually or in the aggregate, have an adverse material effect upon the business or property of any reasonably be expected to have a Company SubsidiaryMaterial Adverse Effect. All of the outstanding shares of capital stock of each of the Company Subsidiaries of Company are have been duly authorized and validly issued, are fully paid and non-assessable andassessable, except as set forth on Schedule 4.5 heretohave been issued in compliance with all applicable federal, state and foreign securities laws, were not issued in violation of any purchase option, call option, preemptive right, resale right, subscription right, right of first refusal or similar right and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolutesubject to no security interest, accruedother encumbrance or adverse claims. No options, contingent warrants or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding other rights to purchase purchase, agreements or otherwise other obligations to receive from issue or other rights to convert any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury obligation into shares of the capital stock or any other security of any Subsidiary of ownership interests in the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the CompanyCompany Subsidiaries are outstanding.

Company Subsidiaries. (a) Each Subsidiary of the Company’s subsidiaries, together with the jurisdiction of organization of each such subsidiary, is set forth in Section 5.02(a) of the Company is listed on Disclosure Schedule 4.5 hereto(collectively, the “Company Subsidiaries”). The Company has conducted its business solely through Except as set forth in Section 5.02(a) of the Company and its Subsidiaries at all times. All assetsDisclosure Schedule, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, each Company and its Subsidiaries. Each Subsidiary of Company is a corporation corporation, partnership, limited liability company, trust or other organization duly incorporated or organized, validly existing and (to the extent applicable) in good standing under the laws Laws of the jurisdiction of its jurisdiction incorporation or organization, except where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 5.02(a) of incorporation and the Company Disclosure Schedule, each of the Company Subsidiaries has the corporate requisite corporate, limited partnership, limited liability company or similar power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted conducted, except where the failure to have such power and authority would not, individually or presently proposed in the aggregate, reasonably be expected to be conductedhave a Material Adverse Effect. Each Subsidiary Except as set forth in Section 5.02(a) of the Company Disclosure Schedule, each of the Company Subsidiaries is duly qualified as a foreign corporation or licensed to do business, and is (to the extent applicable) in good standing standing, in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other each jurisdiction where the character of its the properties owned owned, leased or held under lease operated by it or the conduct or nature of its activities would make business makes such qualification or licensing necessary, if except for jurisdictions in which the failure to be so qualify might qualified, licensed or in good standing would not, individually or in the aggregate, reasonably be expected to have an adverse material effect upon the business or property of any Company Subsidiary. All of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the Companya Material Adverse Effect.

Company Subsidiaries. Schedule 3.1(d) sets forth, as of the date of this Agreement, each Subsidiary of the Company and its jurisdiction of organization or formation. Except as described in Schedule 3.1(d), all issued and outstanding shares of capital stock, limited liability company interests or other equity interests (as applicable) of each of the Company’s Subsidiaries are (i) duly authorized, validly issued, fully paid and (in the case of any Subsidiary which is a corporation) nonassessable, and (ii) are owned beneficially and of record directly or indirectly by the Company, free and clear of all Encumbrances, except for any Permitted Encumbrances and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement. Each such Subsidiary of the Company is duly organized or formed, validly existing and, to the extent such concept is recognized, in good standing or active status under the Laws of the jurisdiction of its organization or formation. Each Subsidiary of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assetsqualified or otherwise authorized to act as a foreign entity and, properties and rights relating to the Company's business are held by and all agreementsextent such concept is recognized, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws Laws of its every other jurisdiction in which such qualification or authorization is necessary under applicable Law, except where the failure to be so qualified or otherwise authorized or in good standing would not reasonably be expected to have a Material Adverse Effect. Each Subsidiary of incorporation the Company has all requisite corporate, limited liability company or other entity (as applicable) power and has the corporate power authority to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary There are no (i) authorized or outstanding Equity or other securities of Company is duly qualified as a foreign corporation any of the Subsidiaries convertible into or exchangeable for, no options or warrants, or other rights, arrangements, agreements or commitments giving any Person any right to do businesssubscribe for or acquire from, and is in good standing in or providing for the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 heretoissuance or sale of, is not required to be so qualified and in good standing in any capital stock or other ownership interest in, or any other jurisdiction where securities of, any Subsidiary, (ii) voting trusts, proxies or other agreements among the character Subsidiaries’ stockholders with respect to the voting, acquisition, disposition, registration or transfer of its properties owned the Subsidiaries’ capital stock or held under lease other ownership interest, or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property (iii) outstanding obligations of any Company Subsidiary. All of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of each of the Subsidiaries of Company or other ownership interests in any Subsidiary or to provide funds to, or make any investment in any other Person. There are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent no outstanding or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or equity appreciation rights, phantom stock rights, or other phantom equity related instruments, profit participation or similar rights with respect to any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the CompanySubsidiary.