Common use of Purchased Subsidiaries Clause in Contracts

Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the Laws of its jurisdiction of organization and has all organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits and approvals the absence of which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) All of the Shares are owned beneficially and of record by the applicable Equity Seller or its Subsidiaries, free and clear of any Lien or restrictions on transfer other than transfer restrictions imposed thereon by Law. Except as set forth in Schedule 3.05(b)(i), none of the Shares have been issued in violation of, or are subject to, any preemptive or subscription rights. There is no existing option, warrant, call, right or agreement to which Equity Sellers or any of their Subsidiaries (including the Purchased Subsidiaries) is a party requiring, and there are no securities of Seller or any of its Subsidiaries (including the Purchased Subsidiaries) outstanding that upon conversion or exchange would require, an increase to the value of any capital stock or partnership interest of any Purchased Subsidiary, as applicable, or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase any capital stock or partnership interest of any Purchased Subsidiary. Except as set forth in Schedule 3.05(b)(ii), neither the Equity Sellers nor any of their Subsidiaries (including the Purchased Subsidiaries), is a party to any voting trust or other agreement with respect to the voting, redemption, sale, transfer or other disposition of the interests of any Purchased Subsidiary.