Common use of Conveyed Subsidiaries; Capital Structure Clause in Contracts

Conveyed Subsidiaries; Capital Structure. (a) Each of the Conveyed Subsidiaries is, or will be as of the Closing, a corporation, partnership or other legal entity duly organized and validly existing, with all requisite corporate or other similar applicable power and authority to own, lease and operate its properties and assets related to the Business and to carry on its respective business as it pertains to the Business, as currently conducted, except where the failure to be so organized or existing or to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business. Each of the Conveyed Subsidiaries is, or will be as of the Closing, duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to the Business. (b) Section 4.3(b) of the Seller Disclosure Letter sets forth, as of immediately prior to the Closing, (i) the name and the jurisdiction of organization of each of the Conveyed Subsidiaries and (ii) the record owners of such outstanding equity interests. All of the outstanding equity interests of each of the Conveyed Subsidiaries are, or will be as of the Closing, validly issued, fully paid and, in the case of any Conveyed Subsidiary which is a corporation, non-assessable, and the Shares are not subject to, and were not issued in violation of, any preemptive right. As of the Closing, there will be no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other commitments pursuant to which any of the Conveyed Subsidiaries is or may become obligated to issue, sell, purchase, return, redeem or otherwise acquire any equity interests of the Conveyed Subsidiaries, or any securities convertible into or exchangeable for the capital stock or voting securities of any Conveyed Subsidiary. As of the Closing, there will be no rights of first refusal, rights of first offer, voting trusts, stockholder agreements, proxies or other Contracts in effect with respect to the sale or voting of the equity interests of the Conveyed Subsidiaries. The Sellers own of record and beneficially as of the date of this Agreement, or will own of record and beneficially as of immediately prior to the Closing, all of the issued and outstanding Shares, free and clear of all material Liens except for Liens arising under applicable securities Laws. Except for the Shares and the equity interests of any Subsidiary of a Conveyed Subsidiary, the Purchased Assets do not include, and the Conveyed Subsidiaries do not own, any other equity interests of any Person. (c) Section 4.3(c) of the Seller Disclosure Letter sets forth, as of immediately prior to the Closing, (i) the name and the jurisdiction of organization of each Subsidiary of the Conveyed Subsidiaries and (ii) the record owners of the outstanding equity interests of such Subsidiaries. Each such Subsidiary is, or will be as of the Closing, a corporation, partnership or other legal entity duly organized and validly existing, with all requisite corporate or other similar applicable power and authority to own, lease and operate its properties and assets related to the Business and to carry on its respective business as it pertains to the Business, as currently conducted, except where the failure to be so organized or existing or to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business. Except as set forth in Section 4.3(c) of the Seller Disclosure Letter, all of the outstanding equity interests of each Subsidiary of a Conveyed Subsidiary are owned of record and beneficially by such Conveyed Subsidiary (or a Subsidiary thereof) as of the date of this Agreement, or will be owned of record and beneficially by such Conveyed Subsidiary (or a Subsidiary thereof) as of immediately prior to the Closing, free and clear of all Liens except for Liens arising under applicable securities Laws. All of the outstanding equity interests of each Subsidiary of a Conveyed Subsidiary are, or will be as of the Closing, validly issued, fully paid and, in the case of any such Subsidiary which is a corporation, non-assessable. As of the Closing, there will be no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other commitments pursuant to which any Subsidiary of a Conveyed Subsidiary is or may become obligated to issue, sell, purchase, return, redeem or otherwise acquire any equity interests of such Subsidiary, or any securities convertible into or exchangeable for the capital stock or voting securities of such Subsidiary. As of the Closing, there will be no rights of first refusal, rights of first offer, voting trusts, stockholder agreements, proxies or other Contracts in effect with respect to the sale or voting of the equity interests of any Subsidiary of a Conveyed Subsidiary.

Conveyed Subsidiaries; Capital Structure. (a) Each of the Conveyed Subsidiaries isis duly organized, or will be as validly existing and, where applicable, in good standing under the Laws of the Closing, a corporation, partnership or other legal entity duly organized and validly existingits jurisdiction of organization, with all requisite corporate or other similar applicable power and authority to own, lease own and operate its properties and assets related to the Business and to carry on its respective business as it pertains to the Business, as currently conducted, except where the failure to be so organized or existing or to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business. Each of the Conveyed Subsidiaries is, or will be as of the Closing, is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except in jurisdictions where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to the Businesshave a Material Adverse Effect. (b) Section 4.3(bSchedule 5.3(b) of sets forth the Seller Disclosure Letter sets forth, as of immediately prior to the Closing, (i) the name and the jurisdiction of organization of each authorized capital stock of the Conveyed Subsidiaries and (ii) the record owners number of such outstanding equity interests. All of the outstanding equity interests shares of each class of the capital stock in each such Conveyed Subsidiaries are, or will be as of the Closing, Subsidiary which are validly issuedissued and outstanding, fully paid and, in the case of any Conveyed Subsidiary which is a corporation, and non-assessable, and the Shares are not subject to, and were not issued in violation of, any preemptive right. As of the ClosingExcept as set forth on Schedule 5.3(b), there will be are no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other commitments pursuant to which any of the Conveyed Subsidiaries is or may become obligated to issue, sell, purchase, return, return or redeem any shares of capital stock or otherwise acquire any equity interests other securities of the Conveyed SubsidiariesSubsidiaries and no equity securities of any of the Conveyed Subsidiaries are reserved for issuance for any purpose. The Stock Selling Corporations own of record and beneficially the outstanding Shares as indicated on Schedule 5.3(b), or free and clear of all Liens. Upon consummation of the transactions contemplated by this Agreement and registration of the Shares in the name of Purchaser in the stock records of each Conveyed Subsidiary, Purchaser, assuming it shall have purchased the Shares for value in good faith and without notice of any securities convertible into or exchangeable for adverse claim, will own the issued and outstanding capital stock or voting securities equity interest in each Conveyed Subsidiary set forth on Schedule 5.3(b), free and clear of any Conveyed Subsidiaryall Liens, other than Permitted Encumbrances. As Upon consummation of the Closingtransactions contemplated by this Agreement, the Shares will be fully paid and nonassessable. Except as set forth in Schedule 5.3(b), there will be are no rights of first refusal, rights of first offer, voting trusts, stockholder agreements, proxies or other Contracts agreements or understandings in effect with respect to the sale voting or voting transfer of any of the equity interests of the Conveyed Subsidiaries. The Sellers own of record and beneficially as of the date of this Agreement, or will own of record and beneficially as of immediately prior to the Closing, all of the issued and outstanding Shares, free and clear of all material Liens except for Liens arising under applicable securities Laws. Except for the Shares and the equity interests of any Subsidiary of a Conveyed Subsidiary, the Purchased Assets do not include, and the Conveyed Subsidiaries do not own, any other equity interests of any Person. (c) Section 4.3(c) of the Seller Disclosure Letter sets forth, as of immediately prior to the Closing, (i) the name and the jurisdiction of organization of each Subsidiary of the Conveyed Subsidiaries and (ii) the record owners of the outstanding equity interests of such Subsidiaries. Each such Subsidiary is, or will be as of the Closing, a corporation, partnership or other legal entity duly organized and validly existing, with all requisite corporate or other similar applicable power and authority to own, lease and operate its properties and assets related to the Business and to carry on its respective business as it pertains to the Business, as currently conducted, except where the failure to be so organized or existing or to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business. Except as set forth in Section 4.3(c) of the Seller Disclosure Letter, all of the outstanding equity interests of each Subsidiary of a Conveyed Subsidiary are owned of record and beneficially by such Conveyed Subsidiary (or a Subsidiary thereof) as of the date of this Agreement, or will be owned of record and beneficially by such Conveyed Subsidiary (or a Subsidiary thereof) as of immediately prior to the Closing, free and clear of all Liens except for Liens arising under applicable securities Laws. All of the outstanding equity interests of each Subsidiary of a Conveyed Subsidiary are, or will be as of the Closing, validly issued, fully paid and, in the case of any such Subsidiary which is a corporation, non-assessable. As of the Closing, there will be no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other commitments pursuant to which any Subsidiary of a Conveyed Subsidiary is or may become obligated to issue, sell, purchase, return, redeem or otherwise acquire any equity interests of such Subsidiary, or any securities convertible into or exchangeable for the capital stock or voting securities of such Subsidiary. As of the Closing, there will be no rights of first refusal, rights of first offer, voting trusts, stockholder agreements, proxies or other Contracts in effect with respect to the sale or voting of the equity interests of any Subsidiary of a Conveyed Subsidiary.

Conveyed Subsidiaries; Capital Structure. (a) a. Each of the Conveyed Subsidiaries is, or will be as of the Closing, (and each Subsidiary thereof) is a corporation, partnership or other legal entity duly organized and validly existing, with all requisite corporate or other similar applicable power and authority to own, lease and operate its properties and assets related to the Business and to carry on its respective business as it pertains to the Business, as currently conducted, except where the failure to be so organized or existing or to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business. Each of the Conveyed Subsidiaries is, or will be as of the Closing, (and each Subsidiary thereof) is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except in jurisdictions where the failure to be so qualified or in good standing would qualified has not had and does not, individually or in the aggregate, be materially adverse to the Businesshave a Material Adverse Effect. (b) b. Section 4.3(b) of the Seller Disclosure Letter sets forth, as of immediately prior to the Closingdate hereof, (i) the name authorized and the jurisdiction of organization outstanding equity interests of each of the Conveyed Subsidiaries and each Subsidiary thereof, (ii) the number of each class, series or type of equity interest outstanding thereof, and (iii) the record and beneficial owners of such outstanding equity interests. All of the outstanding equity interests of each of the Conveyed Subsidiaries are, or will be as of the Closing, and each Subsidiary thereof are validly issued, fully paid paid, not subject to, and were not issued in any violation of, any preemptive or similar right or applicable Law, and, in the case of any Conveyed Subsidiary (or Subsidiary thereof) which is a corporationcorporation or similar entity, non-assessable, . Except for this Agreement and the Shares are not subject to, and were not issued in violation of, any preemptive right. As of the ClosingAncillary Agreements, there will be are no outstanding warrants, options, agreementsContracts, subscriptions, redemptions, profit participations, stock appreciation, phantom stock or other rights, convertible or exchangeable securities or other commitments commitments, whether written or oral, pursuant to which any of the Conveyed Subsidiaries (or any Subsidiary thereof) is or may become obligated to issue, sell, purchase, return, redeem or otherwise acquire any equity interests of the Conveyed SubsidiariesSubsidiaries (or any Subsidiary thereof), to pay any dividend or make any other distribution in respect thereof, or to provide funds to, or make any securities convertible into investment (in the form of a loan, capital contribution or exchangeable for otherwise) in, any Person, or that give any Person the capital stock right to receive any economic benefit or voting securities right similar to or derived from the economic benefits and rights accruing to holders of the equity interests of the Conveyed Subsidiaries (or any Subsidiary thereof), and no equity interests of any Conveyed Subsidiary. As of the Closing, there will be Conveyed Subsidiaries (or any Subsidiary thereof) are reserved for issuance for any purpose. There are no rights of first refusal, rights of first offer, voting trusts, stockholder agreements, Liens, proxies or other rights or Contracts in effect with respect to the sale voting, transfer or voting dividend rights of any of the equity interests of any of the Conveyed SubsidiariesSubsidiaries (or any Subsidiary thereof). The Share Sellers own of record and beneficially as of the date of this Agreement, or will own of record and beneficially as of immediately prior to the Closing, all of the issued and outstanding Shares, free and clear of all material Liens except for Liens arising under applicable securities Laws. Except for the Shares and the equity interests of any Subsidiary of a Conveyed Subsidiary, the Purchased Assets do not include, and the Conveyed Subsidiaries do not own, any other equity interests of any Person. (c) Section 4.3(c) of the Seller Disclosure Letter sets forth, as of immediately prior to the Closing, (i) the name and the jurisdiction of organization of each Subsidiary of the Conveyed Subsidiaries and (ii) the record owners of the outstanding equity interests of such Subsidiaries. Each such Subsidiary is, or will be as of the Closing, a corporation, partnership or other legal entity duly organized and validly existing, with all requisite corporate or other similar applicable power and authority to own, lease and operate its properties and assets related to the Business and to carry on its respective business as it pertains to the Business, as currently conducted, except where the failure to be so organized or existing or to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business. Except as set forth in Section 4.3(c4.3(b) of the Seller Disclosure Letter, all of the outstanding equity interests of each Subsidiary of a Conveyed Subsidiary are owned of record and beneficially by such Conveyed Subsidiary (or a Subsidiary thereof) as of the date of this Agreement, or will be owned of record and beneficially by such Conveyed Subsidiary (or a Subsidiary thereof) as of immediately prior to the Closing, free and clear of all Liens except for Liens arising under restrictions imposed by applicable securities Laws. All , and each of the outstanding equity interests Share Sellers has good and valid title to such Shares. The Share Sellers have full right, power and authority to transfer and deliver to Purchaser good and valid title to the Shares, free and clear of each Subsidiary of a Conveyed Subsidiary areall Liens except for restrictions imposed by applicable securities Laws, and the Share Sellers do not own, or will be as of the Closinghave any interest in or right to acquire, validly issued, fully paid and, in the case of any such Subsidiary which is a corporation, non-assessable. As of the Closing, there will be no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other commitments pursuant to which any Subsidiary of a Conveyed Subsidiary is or may become obligated to issue, sell, purchase, return, redeem or otherwise acquire any equity interests of the Conveyed Subsidiaries (and each Subsidiary thereof) other than the Shares held by each such Subsidiary, or any securities convertible into or exchangeable for the capital stock or voting securities Share Seller. The Conveyed Subsidiaries own of such Subsidiary. As of the Closing, there will be no rights of first refusal, rights of first offer, voting trusts, stockholder agreements, proxies or other Contracts in effect with respect to the sale or voting of record and beneficially the equity interests of their respective Subsidiaries as set forth in Section 4.3(b) of the Seller Disclosure Letter, free and clear of all Liens except for restrictions imposed by applicable securities Laws, and the Conveyed Subsidiaries (and each Subsidiary thereof) do not own any other equity interest of any Person. Seller Parent has made available to Purchaser copies of the organizational documents of the Conveyed Subsidiaries (and each Subsidiary thereof) as in effect as of a Conveyed Subsidiary.the date hereof, and

Conveyed Subsidiaries; Capital Structure. (a) Each of the Conveyed Subsidiaries is, or will be as of the Closing, a corporation, partnership or other legal entity is duly organized and validly existing, with all requisite corporate or other similar applicable power and authority to own, lease and operate its properties and assets related to the Business and to carry on its respective business as it pertains to the Business, as currently conducted, except where the failure to be so organized or existing or to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business. Each of the Conveyed Subsidiaries is, or will be as of the Closing, duly qualified to do business and, where applicable, in good standing under the Laws of its jurisdiction of organization, with corporate power and authority to own and operate its properties and assets and to carry on its business as currently conducted. Each of the Conveyed Subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or properties makes such qualification necessary, except in jurisdictions where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect or would not reasonably be materially adverse expected to, individually or in the aggregate, result in fines or penalties in excess of $5,000,000. Pfizer has made available to Purchaser, prior to the Businessexecution of this Agreement, a complete and correct copy of the certificate of incorporation and bylaws, articles of association or other organizational documents, as amended to date, of each of the Conveyed Companies. Such organizational documents are in full force and effect and no Conveyed Company is in violation of any provision of such organizational documents. (b) Section 4.3(bSchedule 6.03(b)(i) of sets forth the Seller Disclosure Letter sets forth, as of immediately prior to the Closing, (i) the name and the jurisdiction of organization of each authorized capital stock of the Conveyed Subsidiaries Companies and (ii) the record owners number of such outstanding equity interests. All of the outstanding equity interests shares of each class of the capital stock in each such Conveyed Subsidiaries are, or will be as of the Closing, Subsidiary which are validly issuedissued and outstanding, fully paid and, in the case of any Conveyed Subsidiary which is a corporation, and non-assessable, and the Shares are not subject to, and were not issued in violation of, any of statutory or contractual preemptive rightor similar rights. As of the Closing, there will be There are no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other commitments pursuant to which any of the Conveyed Subsidiaries Companies is or may become obligated to issue, sell, purchase, return, return or redeem any shares of capital stock or otherwise acquire any equity interests other securities of the Conveyed Subsidiaries, or any securities convertible into or exchangeable for the capital stock or voting Companies and no equity securities of any Conveyed Subsidiary. As of the Closing, there will be no rights of first refusal, rights of first offer, voting trusts, stockholder agreements, proxies or other Contracts in effect with respect to the sale or voting of the equity interests of the Conveyed SubsidiariesCompanies are reserved for issuance for any purpose nor have any profit sharing certificates or any other rights to share in the profits of the Conveyed Companies been granted. There are no depositary receipts for any of the shares of the Conveyed Companies. The Sellers Stock Selling Corporations own of record and beneficially as of the date of this Agreement, or will own of record and beneficially as of immediately prior to the Closing, all of the issued and outstanding Shares, free and clear of all material Liens except for Liens arising under applicable securities Laws. Except for the Shares and the equity interests of any Subsidiary of a Conveyed Subsidiary, the Purchased Assets do not include, and the Conveyed Subsidiaries do not own, any other equity interests of any Person. (c) Section 4.3(c) of the Seller Disclosure Letter sets forth, as of immediately prior to the Closing, (i) the name and the jurisdiction of organization of each Subsidiary of the Conveyed Subsidiaries and (ii) the record owners of the outstanding equity interests of such Subsidiaries. Each such Subsidiary is, or will be Shares as of the Closing, a corporation, partnership or other legal entity duly organized and validly existing, with all requisite corporate or other similar applicable power and authority to own, lease and operate its properties and assets related to the Business and to carry indicated on its respective business as it pertains to the Business, as currently conducted, except where the failure to be so organized or existing or to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business. Except as set forth in Section 4.3(c) of the Seller Disclosure Letter, all of the outstanding equity interests of each Subsidiary of a Conveyed Subsidiary are owned of record and beneficially by such Conveyed Subsidiary (or a Subsidiary thereof) as of the date of this Agreement, or will be owned of record and beneficially by such Conveyed Subsidiary (or a Subsidiary thereof) as of immediately prior to the ClosingSchedule 6.03(b)(i), free and clear of all Liens except for Liens arising under applicable securities LawsPermitted Encumbrances. All Except for their Subsidiaries, if any, the Conveyed Subsidiaries do not hold any capital stock (or its equivalent) interest in any other company and none of the outstanding equity interests of each Subsidiary of a Conveyed Subsidiary are, or will be as of the Closing, validly issued, fully paid and, in the case of any such Subsidiary which them is a corporationparty to any partnership agreement, non-assessable. As of the Closing, there will be no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other commitments pursuant to which any Subsidiary of a Conveyed Subsidiary is or may become obligated to issue, sell, purchase, return, redeem or otherwise acquire any equity interests of such Subsidiary, or any securities convertible into or exchangeable for the capital stock or voting securities of such Subsidiary. As of the Closing, there will be no rights of first refusal, rights of first offer, voting trusts, stockholder agreements, proxies or other Contracts except as set forth in effect with respect to the sale or voting of the equity interests of any Subsidiary of a Conveyed SubsidiarySchedule 6.03(b)(ii).

Conveyed Subsidiaries; Capital Structure. (a) Each of the ------------------------------------------- Conveyed Subsidiaries isis duly organized, or will be as validly existing and, where applicable, in good standing under the Laws of the Closing, a corporation, partnership or other legal entity duly organized and validly existingits jurisdiction of organization, with all requisite corporate or other similar applicable power and authority to own, lease own and operate its properties and assets related to the Business and to carry on its respective business as it pertains to the Business, as currently conducted, except where the failure to be so organized or existing or to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business. Each of the Conveyed Subsidiaries is, or will be as of the Closing, is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except in jurisdictions where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse result in fines or penalties in excess of $10,000,000 or otherwise result in a Material Adverse Effect. Pfizer has made available to the Business. (b) Section 4.3(b) of the Seller Disclosure Letter sets forthPurchaser, as of immediately prior to the Closingexecution of this Agreement, (i) a complete and correct copy of the name certificate of incorporation and the jurisdiction of organization by-laws, or other organizational documents, as amended to date, of each of the Conveyed Subsidiaries. Such organizational documents are in full force and effect and no Conveyed Subsidiary is in violation of any provision of such organizational documents. (b) Schedule 5.3(b) sets forth the authorized capital stock of the Conveyed --- ---------------- Subsidiaries and (ii) the record owners number of shares of each class of capital stock in each such outstanding equity interestsConveyed Subsidiary which are issued and outstanding. All of the issued and outstanding equity interests shares of capital stock of each of the Conveyed Subsidiaries are, or will be as of the ClosingSubsidiary are duly authorized, validly issued, fully paid and, in the case of any Conveyed Subsidiary which is a corporation, and non-assessable, and the Shares are not subject to, and were not issued in violation ofof statutory or contractual preemptive or similar rights. Except as set forth on Schedule 5.3(b), (i) there are no bonds, debentures, notes or --------------- other indebtedness having general voting rights or convertible into securities having such rights of any preemptive right. As Conveyed Subsidiary, issued and outstanding; (ii) there are no shares of the Closingcapital stock or other voting securities of any Conveyed Subsidiary authorized, issued or outstanding; and (iii) there will be are no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other commitments pursuant to which any of the Conveyed Subsidiaries is or may become obligated to issue, sell, purchase, return, return or redeem any shares of capital stock or otherwise acquire any equity interests other securities of the Conveyed Subsidiaries, or any securities convertible into or exchangeable for the capital stock or voting Subsidiaries and no equity securities of any Conveyed Subsidiary. As of the Closing, there will be no rights of first refusal, rights of first offer, voting trusts, stockholder agreements, proxies or other Contracts in effect with respect to the sale or voting of the equity interests of the Conveyed Subsidiaries. The Sellers own of record and beneficially as of the date of this Agreement, or will own of record and beneficially as of immediately prior to the Closing, all of the issued and outstanding Shares, free and clear of all material Liens except Subsidiaries are reserved for Liens arising under applicable securities Laws. Except issuance for the Shares and the equity interests of any Subsidiary of a Conveyed Subsidiary, the Purchased Assets do not include, and the Conveyed Subsidiaries do not own, any other equity interests of any Personpurpose. (c) Section 4.3(cSchedule 5.3(c) of the Seller Disclosure Letter sets forth, as of immediately prior to the Closing, (i) forth the name and the jurisdiction of organization --- ---------------- incorporation of each Subsidiary all Subsidiaries of the Conveyed Subsidiaries and (ii) the record owners of the outstanding equity interests of such Subsidiaries. Each such --- ---- Subsidiary isis duly organized, or will be as validly existing and, where applicable, in good --- standing under the Laws of its jurisdiction of organization, and has the Closing, a corporation, partnership or other legal entity duly organized and validly existing, with all requisite -- corporate or other similar applicable power and authority to own, lease and operate its properties and -- assets related to the Business and to carry on its respective business as it pertains to the Business, as currently conducted. Each such -- Subsidiary is duly qualified to do business and, where applicable, in good -- standing in each jurisdiction where the nature of its business or properties -- makes such qualification necessary, except in jurisdictions where the failure to -- be so organized or existing or to have such power and authority qualified would not, individually or in the aggregate, be materially adverse to the Businessresult in fines or penalties in excess of $10,000,000 or otherwise result in a Material Adverse Effect. Except as set forth in Section 4.3(c) All of the Seller Disclosure Letter, all issued and outstanding shares of the outstanding equity interests capital stock of each such Subsidiary are duly authorized, validly issued, fully paid and non-assessable, and were not issued in violation of statutory or contractual preemptive or similar rights, and a Conveyed Subsidiary or Subsidiary of a Conveyed Subsidiary are owned of record and beneficially by owns such Conveyed Subsidiary (or a Subsidiary thereof) as of the date of this Agreement, or will be owned of record and beneficially by such Conveyed Subsidiary (or a Subsidiary thereof) as of immediately prior to the Closingshares, free and clear of all Liens except for Liens arising under applicable Permitted Encumbrances, preemptive rights and similar rights and claims by third parties. Except as set forth on Schedule 5.3(c), (i) there are no bonds, debentures, notes or other ---------------- indebtedness having general voting rights or convertible into securities Laws. All of the outstanding equity interests of each Subsidiary of a Conveyed Subsidiary are, or will be as of the Closing, validly issued, fully paid and, in the case having such rights) of any such Subsidiary which is a corporationissued and outstanding; (ii) there are no shares of capital stock or other voting securities of any Subsidiaries authorized, non-assessable. As of the Closing, issued or outstanding; and (iii) there will be are no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other commitments pursuant to which any Subsidiary of a Conveyed Subsidiary the Subsidiaries is or may become obligated to issue, sell, purchase, return, return or redeem or otherwise acquire any equity interests shares of such Subsidiary, or any securities convertible into or exchangeable for the capital stock or voting other securities of such Subsidiary. As the Subsidiaries and no equity securities of any of the ClosingSubsidiaries are reserved for issuance for any purpose. Except as set forth on Schedule 5.3(c), there will be are no rights of first refusal, rights of first offer, voting trusts, stockholder agreements, proxies trusts or other Contracts in effect arrangements or ---------------- understandings with respect to the sale or voting of the equity interests capital stock of any Subsidiary of the ----------- Subsidiaries. None of the Subsidiaries is required to redeem, repurchase or --- otherwise acquire shares of its capital stock, including as a Conveyed Subsidiaryresult of the --- consummation of the transactions contemplated by this Agreement, and none of the --- Subsidiaries has acquired its own shares of capital stock, given financial assistance in the acquisition of its own shares of capital stock, nor reduced its capital.