Common use of Ownership; Capitalization Clause in Contracts

Ownership; Capitalization. The Company owns, directly or indirectly, each of the outstanding capital stock (or other ownership interests) of each of the Company's Subsidiaries as set forth in Section 3.3(a) of the Disclosure Schedule, and, except as set forth in Section 3.3(a) of the Disclosure Schedule, the Company has no equity or similar interest in any other Person or entity excluding securities in any publicly traded company held for investment. The Company, directly or indirectly, is the beneficial owner of all of the outstanding shares of capital stock of each Subsidiary shown to be owned by it, free and clear of any and all Encumbrances. The authorized, issued and outstanding capital stock, and the record ownership of all such shares of capital stock, of each Subsidiary is as set forth on part (a) of Section 3.3 of the Disclosure Schedule. All of the shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, were issued and sold in accordance with federal and applicable state securities laws and were not issued in violation of any preemptive or other similar rights. Except as set forth in Section 3.3(a) of the Disclosure Schedule, there are no (i) outstanding Equity Securities of its Subsidiaries or (ii) commitments or obligations of any kind or character for (A) the issuance of Equity Securities of its Subsidiaries or (B) the repurchase, redemption or other acquisition of any Equity Securities of its Subsidiaries. Except as set forth in Section 3.3(a) of the Disclosure Schedule, there are no stockholder agreements, voting trusts, proxies or other agreements or understandings with respect to or concerning the purchase, sale or voting of the Equity Securities of the Company's Subsidiaries.

Ownership; Capitalization. The Company owns, directly or indirectly, each of the outstanding capital stock (or other ownership interests) of each of the Company's Subsidiaries as set forth in Section 3.3(a) of the Disclosure Scheduleon SCHEDULE 4.3(A), and, except as set forth in Section 3.3(a) of the Disclosure Schedule, and the Company has no investments (whether through the acquisition of an equity interest, the making of a loan or similar interest advance or otherwise) in any other Person person, corporation, partnership, joint venture, business, or entity excluding securities in any publicly traded company held for investmenttrust or entity. The CompanyExcept as set forth on SCHEDULE 4.3(A), directly or indirectly, the Company is the beneficial owner of all of the outstanding shares of capital stock of each Subsidiary shown to be owned by itSubsidiary, free and clear of any and all Encumbrances. The authorized, issued and outstanding capital stock, and the record ownership of all such shares of capital stock, of each Subsidiary is as set forth on part (a) of Section 3.3 of the Disclosure ScheduleSCHEDULE 4.3. All of the shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, were issued and sold in accordance with federal and applicable state securities laws and were not issued in violation of any preemptive or other similar rights. Except as set forth in this Section 3.3(a4.3(a), (i) of the Disclosure Schedule, there are no (i) outstanding Equity Securities of its the Company's Subsidiaries or and (ii) the Company is not a party to commitments or obligations of any kind or character for (A) the issuance of Equity Securities of its Subsidiaries or (B) the repurchase, redemption or other acquisition of any Equity Securities of its Subsidiaries. Except as set forth in Section 3.3(a) of the Disclosure Schedule, there There are no stockholder agreements, voting trusts, proxies or other agreements or understandings with respect to or concerning the purchase, sale or voting of the Equity Securities of the Company's its Subsidiaries.

Ownership; Capitalization. The Company owns, directly or indirectly, Schedule 4.3(a) sets forth a list of each Subsidiary of the Company including the jurisdiction of organization, the number of shares of authorized capital stock, the par value of such stock, and the number of shares which are issued and outstanding. Except as indicated on Schedule 4.3(a), all of the issued and outstanding shares of each Subsidiary's capital stock (are owned of record and beneficially by the Company or other ownership interests) of each another wholly-owned Subsidiary of the Company's Subsidiaries as set forth in Section 3.3(a) of the Disclosure Schedule, and, except as set forth in Section 3.3(a) of the Disclosure Schedule, the Company has no equity or similar interest in any other Person or entity excluding securities in any publicly traded company held for investment. The Company, directly or indirectly, is the beneficial owner of all of the outstanding shares of capital stock of each Subsidiary shown to be owned by it, free and clear of any and all Encumbrances. The authorized, issued and outstanding capital stock, and the record ownership of all such shares of capital stock, of each Subsidiary is as set forth on part (a) of Section 3.3 of the Disclosure Schedule. All of the shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, were issued and sold in accordance with federal and applicable state and foreign securities laws and were not issued in violation violation, of any preemptive or other similar rights. Except as set forth in Section 3.3(a) for the shares of capital stock of the Disclosure ScheduleSubsidiaries owned by the Company or a wholly-owned Subsidiary of the Company, or as otherwise indicated on Schedule 4.3(a), there are no (i) outstanding Equity Securities of its the Company's Subsidiaries or (ii) commitments or obligations of any kind or character for (A) the issuance of Equity Securities of its the Company's Subsidiaries or (B) the repurchase, redemption or other acquisition of any Equity Securities of its the Company's Subsidiaries. Except as set forth in Section 3.3(a) of the Disclosure Schedule, there There are no stockholder shareholder agreements, voting trusts, proxies or other agreements or understandings with respect to or concerning the purchase, sale or voting of the Equity Securities of the Company's Subsidiaries. Except for the Equity Securities of the Company's Subsidiaries described on Schedule 4.3(a), neither the Company nor its Subsidiaries own Equity Securities in any Person.

Ownership; Capitalization. The Except as set forth on SCHEDULE 4.3(a), the Company ownshas no investments (whether through the acquisition of an equity interest, the making of a loan or advance or otherwise), directly or indirectly, each of the outstanding capital stock (or in any other ownership interests) of each Person. Each of the Company's Subsidiaries are set forth on SCHEDULE 4.3(a). Except as set forth in Section 3.3(a) of the Disclosure Schedule, and, except as set forth in Section 3.3(a) of the Disclosure Scheduleon SCHEDULE 4.3(a), the Company has no equity or similar interest in any other Person or entity excluding securities in any publicly traded company held for investment. The Company, directly or indirectly, is the beneficial owner of all of the outstanding shares of capital stock of each Subsidiary shown to be owned by itSubsidiary, free and clear of any and all Encumbrances. The authorized, issued and outstanding capital stock, and the record ownership of all such shares of capital stock, of each Subsidiary is as set forth on part (a) of Section 3.3 of the Disclosure ScheduleSCHEDULE 4.3(a). All of the shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. No Subsidiary has any outstanding bonds, were issued and sold in accordance with federal and applicable state securities laws and were not issued in violation of any preemptive debentures, notes or other similar rightsobligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of such Subsidiary on any matter. Except as set forth in Section 3.3(a) of the Disclosure Scheduleon SCHEDULE 4.3(a), there are no (i) outstanding Equity Securities of its Subsidiaries or any of the Company's Subsidiaries, (ii) commitments or obligations of any kind or character for (A) the issuance of Equity Securities of its any of the Company's Subsidiaries or (B) the repurchase, redemption or other acquisition of any Equity Securities of its Subsidiaries. Except as set forth in Section 3.3(a) any of the Disclosure ScheduleCompany's Subsidiaries, there are no or (iii) stockholder agreements, voting trusts, proxies or other agreements or understandings with respect to or concerning the purchase, sale or voting of the any Equity Securities of any of the Company's Subsidiaries.

Ownership; Capitalization. The Company owns, directly or indirectly, each Each Subsidiary of the outstanding capital stock (or other ownership interestsCompanies is set forth in Schedule 4.2(a) of each of the Company's Subsidiaries attached hereto. Except as set forth in Section 3.3(a) Schedule 4.2(a), the Companies have no equity investments or other similar interests, including any interest that would be required to be consolidated with either of the Disclosure ScheduleCompanies under FASB Interpretation No. 46, andConsolidation of Variable Interest Entities, except in any other Person. Except as set forth in Section 3.3(a) of the Disclosure ScheduleSchedule 4.2(a), the Company has no equity Companies are the direct, indirect or similar interest in any other Person or entity excluding securities in any publicly traded company held for investment. The Company, directly or indirectly, is the beneficial owner owners of all of the outstanding shares of capital stock or other equity interests of any kind of each Subsidiary shown to be owned by itof their respective Subsidiaries, in each case, free and clear of any and all EncumbrancesLiens. The authorized, issued and outstanding capital stock, and the record ownership of all such shares of capital stock, of each Subsidiary is of the Companies are as set forth on part (a) of Section 3.3 of the Disclosure Schedulein Schedule 4.2(a). All of the shares of capital stock of each Subsidiary of the Companies have been duly and validly authorized and validly issued and issued, are fully paid and non-assessablenonassessable, were issued and sold in accordance with federal and applicable state securities laws and were not issued in violation of any Laws or the preemptive or other similar rightsrights of any shareholder. Except as set forth in Section 3.3(aSchedule 4.2(a), (i) no capital stock of any Subsidiary of the Disclosure ScheduleCompanies is outstanding, (ii) there are no (i) outstanding Equity Securities of its Subsidiaries or (ii) commitments or obligations of Options with respect to any kind or character for (A) the issuance of Equity Securities of its Subsidiaries or (B) the repurchase, redemption or other acquisition of any Equity Securities of its Subsidiaries. Except as set forth in Section 3.3(a) Subsidiary of the Disclosure ScheduleCompanies or agreements, arrangements or understandings to issue Options with respect to any Subsidiary of the Companies and (iii) there are no stockholder preemptive rights or agreements, arrangements or understandings to issue preemptive rights with respect to the issuance or sale of any Subsidiary of the Companies’ capital stock. There are no shareholder agreements, voting trusts, proxies or other agreements or understandings with respect to or concerning the purchase, sale or voting capital stock of any Subsidiary of the Equity Securities of the Company's SubsidiariesCompanies.