Common use of Equity Interests and Subsidiaries Clause in Contracts

Equity Interests and Subsidiaries. (a) Schedule 3.09(a) sets forth a list of (i) all the Subsidiaries of Borrower and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries, and all Equity Interests of Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under any Security Agreement, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Agreements, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

Equity Interests and Subsidiaries. (a) Schedule 3.09(a3.06(a) sets forth a list of (i) all the Subsidiaries of Borrower Companies and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstandingoutstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company (other than Holdings) Subsidiary are duly and validly issued and are fully paid and non-assessable and and, except with respect to Borrower, are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries, and all Equity Interests of Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under any the Security Agreement, free of any and all Liens, rights or claims of other personsPersons, except the security interest created by the Security AgreementsAgreement (other than Liens to the extent permitted under Section 6.02(a) hereof), and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

Equity Interests and Subsidiaries. (a) Schedule 3.09(a) sets forth a list of (i) all the Subsidiaries of Borrower and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-non assessable and are owned by Holdings or any Borrower, directly or indirectly through Wholly Owned Subsidiaries, and all Equity Interests of any Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under any the Security Agreement, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security AgreementsAgreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

Equity Interests and Subsidiaries. (a) Schedule 3.09(a3.07(a) sets forth a list of (i) all the Subsidiaries each Subsidiary of Borrower and their its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrowerassessable, directly or indirectly through Wholly Owned Subsidiariesand, and all other than the Equity Interests of Borrower are directly or indirectly owned directly by HoldingsBorrower. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under any Security AgreementInterests, free of any and all Liens, rights or claims of other persons, except the security interest created by the May 2014 Security AgreementsDocuments and any other Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein).