Ownership of Shares of Subsidiaries; Affiliates. (i) The SEC Reports disclose complete and correct lists of each individual partnership, limited liability company, joint venture, corporation, association, trust or any other entity or organization (collectively, a “Person”) in which the Company (i) owns, directly or indirectly, a majority of its capital stock or similar equity interests or (ii) otherwise maintains, directly or indirectly, control over management, operations and decision-making processes (each, a “Subsidiary” and collectively, the “Subsidiaries”), as to which Schedule 4(b) shows, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.
(ii) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 4(b) as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned, directly or indirectly, by the Company or another Subsidiary free and clear of any Lien (other than Liens arising by operation of law).
(iii) No Subsidiary is a party to, or otherwise subject to any legal or regulatory restriction or any agreement (other than this Agreement, the restrictions disclosed in Schedule 4(b), and limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.
(iv) Schedule 4(b) shows the correct names of the Group Companies, the jurisdictions of their respective organization, and the percentage of shares of each class of their respective capital stock or similar equity interests outstanding owned by their respective shareholders. All of the outstanding shares of capital stock or similar equity interests of the Group Companies shown in Schedule 4(b) as being owned by their respective shareholders have been validly issued, are fully paid and non-assessable and are owned by such shareholders free and clear of any Lien (other than Liens arising by operation of law and Liens arising under the Security Documents).
(v) Except pursuant to the Controlling Shareholder’s ownership interests in the Company or as otherwise set forth in Schedule 4(b), none of the directors or executi...
Ownership of Shares of Subsidiaries; Affiliates. (i) Schedule 6(b)(i) of the Disclosure Schedule contains complete and correct lists of each Person in which the Company owns, directly or indirectly, any Capital Stock or similar equity interests, or otherwise maintains, directly or indirectly, control over management, operations and decision-making processes, showing, as to each Person, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock or similar equity interests outstanding owned by the Company.
(ii) All of the outstanding shares of Capital Stock or similar equity interests of each Subsidiary or the PRC Operating Companies shown in Schedule 6(b)(i) of the Disclosure Schedule as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien.
(iii) No Subsidiary is a party to, or otherwise subject to any legal or regulatory restriction or any agreement (other than this Agreement) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock or similar equity interests of such Subsidiary.
(iv) None of the directors or executive officers of the Group Companies holds, directly or indirectly, any beneficial ownership interest in any of the Company’s Subsidiaries.
Ownership of Shares of Subsidiaries; Affiliates. Except as set forth in Schedule 3.1(b), the Company has no direct or indirect Subsidiaries other than as specified in the SEC Reports. Except as disclosed in the SEC Reports or in Schedule 3.1 (b), the Company owns, directly or indirectly, all of the capital stock of each Subsidiary free and clear of any and all Liens, and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights.
Ownership of Shares of Subsidiaries; Affiliates. (i) Schedule 6(b)(i) of the Disclosure Schedule contains complete and correct lists of each Person in which the Company owns, directly or indirectly, any Capital Stock, showing, as to each of its Subsidiaries, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each of its other Subsidiaries.
(ii) All of the outstanding shares of Capital Stock of each Subsidiary of the Company shown in Schedule 6(b)(i) of the Disclosure Schedule as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien.
(iii) No Subsidiary of the Company is a party to, or otherwise subject to any legal or regulatory restriction (other than any restrictions under the PRC laws or regulations) or any agreement (other than this Agreement) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary.
Ownership of Shares of Subsidiaries; Affiliates. (i) The SEC Reports contain complete and correct lists of each Person in which the Company owns, directly or indirectly, any capital stock or similar equity interests, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.
(ii) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien.
(iii) No Subsidiary is a party to, or otherwise subject to any legal or regulatory restriction or any agreement (other than this Agreement) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.
Ownership of Shares of Subsidiaries; Affiliates. (i) Schedule 6(b)(i) of the Disclosure Schedule contains complete and correct lists of each Person in which the Company owns, directly or indirectly, any Capital Stock, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary.
(ii) All of the outstanding shares of Capital Stock of each Subsidiary shown in Schedule 6(b)(i) of the Disclosure Schedule as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien, except for the Lien granted in favor of the Purchaser pursuant to the Bridge Notes.
(iii) No Subsidiary is a party to, or otherwise subject to any legal or regulatory restriction or any agreement (other than this Agreement) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary.
Ownership of Shares of Subsidiaries; Affiliates. Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and (ii) the Company's Affiliates, other than Subsidiaries.
Ownership of Shares of Subsidiaries; Affiliates. (i) Schedule 3.1(c) contains (except as noted therein) complete and correct lists of (1) the Guarantor’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock or similar Equity Interests outstanding owned by the Guarantor and each other Subsidiary, (2) the Guarantor’s Affiliates, other than Subsidiaries, and (3) each Obligor’s directors and senior officers.
(ii) All of the outstanding shares of capital stock or similar Equity Interests of each Subsidiary shown in Schedule 3.1(c) as being owned by the Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Guarantor or Subsidiary free and clear of any Lien that is prohibited by this Agreement.
Ownership of Shares of Subsidiaries; Affiliates. The Company's Subsidiaries organized under the laws of the countries of China, Brazil and India are subject to restrictions on the ability to pay dividends and other similar distribution of profits by virtue of currency exchange control measures, corporate law and other legal prohibitions. None. 2007 Note Purchase Agreement (2007 Senior Notes) Bank Credit Agreement None. Schedule 10.2 (to Private Shelf Agreement)
Ownership of Shares of Subsidiaries; Affiliates. (i) The Company’s SEC Reports filed prior to the date hereof contain complete and correct list of each Person in which as of the date hereof and the Initial Closing Date the Company owns, directly or indirectly, any Capital Stock or similar equity interests, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock or similar equity interests outstanding owned by the Company and each other Subsidiary.
(ii) All of the outstanding shares of Capital Stock or similar equity interests of each Subsidiary shown in the Company’s SEC Reports as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary (as the case may be) free and clear of any Lien (save for any Liens granted pursuant to the ML Facility Collateral which will be released on or before the Initial Closing).
(iii) Except for restrictions provided under the laws of the jurisdiction of such Subsidiary, no Subsidiary is a party to, or otherwise subject to any legal or regulatory restriction or any agreement (other than this Agreement) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock or similar equity interests of such Subsidiary, except where such legal or regulatory restriction or agreement would not, individually or in the aggregate, have a Material Adverse Effect.
