Common use of Existing Subsidiary Security Holders Clause in Contracts

Existing Subsidiary Security Holders. As at the date of this Agreement and, (unless otherwise approved in advance and in writing by Parent or as contemplated by this Agreement, immediately prior to the Closing Date), (i) each Subsidiary is authorized by its Articles of Incorporation to issue a total number of ordinary shares set forth on Exhibit A-3 annexed hereto and made a part hereof and (ii) Exhibit A-3 sets forth the number of issued and outstanding ordinary or common shares of each of the Subsidiaries (the “Existing Subsidiary Shares”). Exhibit A-4 also sets forth, by individual Subsidiary, (i) the number of issued and outstanding Existing Subsidiary Shares owned directly by Everest or another Subsidiary, (ii) the names of holders and the number of the remaining issued and outstanding Existing Subsidiary Shares, if any, that are owned of record by such holders, other than Everest or another Subsidiary, and (iii) the record and beneficial holders as of the Execution Date (collectively, “Subsidiary Option Holders”) of all outstanding stock options and warrants (collectively, the “Subsidiary Options”) to purchase shares of the Subsidiaries and the number of shares of the Subsidiaries issuable to each Subsidiary Option Holder upon exercise of their respective Subsidiary Options (collectively, the “Subsidiary Option Shares”).