Common use of Subsidiaries and Equity Investments Clause in Contracts

Subsidiaries and Equity Investments. As of the date hereof, except as set forth on Schedule 4.7 of the Parent Disclosure Schedule, Parent, Merger Sub 1, Merger Sub 2 and Parent’s other Subsidiaries do not directly or indirectly own, or hold any rights to acquire, any material capital stock or any other material securities, interests or investments in any other Person other than investments that constitute cash or cash equivalents, other than equity securities of publicly-traded Persons acquired for cash management or passive investment purposes in the ordinary course of business. All of the outstanding shares of capital stock, or limited liability company interests or other ownership interests of, each Subsidiary of Parent, as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by the Parent, directly or indirectly. Parent or one of Parent’s Subsidiaries has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or limited liability company interests or other ownership interests in, each Subsidiary of Parent, free and clear of any Liens other than Permitted Liens and any restrictions on transfer set forth in the organizational documents of such Subsidiary or pursuant to applicable securities laws. No Subsidiary of Parent owns any shares of capital stock of Parent. There are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, or other compensatory rights or awards (in each case, issued by Parent or any of its Subsidiaries) that are convertible into or exercisable for any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of Parent, on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of Parent. Neither Parent or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of Parent.

Subsidiaries and Equity Investments. As Schedule 3.4 sets forth the name, jurisdiction of incorporation, authorized capitalization and share ownership of the date hereof, except as set forth on Schedule 4.7 only direct or indirect subsidiary of Seller (the Parent Disclosure Schedule, Parent, Merger Sub 1, Merger Sub 2 "Acquired Subsidiary") and Parent’s other Subsidiaries the jurisdictions in which the Acquired Subsidiary is qualified to do not directly or indirectly own, or hold any rights to acquire, any material capital stock or any other material securities, interests or investments in any other Person other than investments that constitute cash or cash equivalents, other than equity securities of publicly-traded Persons acquired for cash management or passive investment purposes business. As used in the ordinary course first sentence of business. All this Section 3.4, the term "subsidiary" means any corporation of the outstanding shares of capital stock, or limited liability company interests or other ownership interests of, each Subsidiary of Parent, as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by the Parentwhich Seller, directly or indirectly. Parent , owns or one of Parent’s Subsidiaries has, as controls capital stock representing more than fifty percent of the date hereof general voting power under ordinary circumstances of such corporation, except for Buyer, Buyer Parent, American Converting Paper Corporation and shall any subsidiary of Buyer Parent. Except as disclosed in Schedule 3.4 and except for securities of Buyer Parent, American Converting Paper Corporation and any subsidiary of Buyer Parent, Seller does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have on the Closing Dateany direct or indirect equity or ownership interest, valid including interests in partnerships and marketable title to joint ventures, in any business not listed in Schedule 3.4. Except as disclosed in Schedule 3.4, all of the outstanding capital stock of the Acquired Subsidiary is owned by Seller free and clear of all Encumbrances. All such shares of capital stock ofhave been duly authorized, or limited liability company interests validly issued and are fully paid and nonassessable. There are no outstanding options, warrants or other ownership interests in, each Subsidiary of Parent, free and clear rights of any Liens other than Permitted Liens and kind to acquire any restrictions on transfer set forth in the organizational documents of such Subsidiary or pursuant to applicable securities laws. No Subsidiary of Parent owns any additional shares of capital stock of Parent. There are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, the Acquired Subsidiary or other compensatory rights or awards (in each case, issued by Parent or any of its Subsidiaries) that are securities convertible into or exercisable for any capital stock ofexchangeable for, or limited liability company interests or other ownership interests inthat otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is the Acquired Subsidiary of Parentcommitted to issue any such option, on warrant, right or security. The Acquired Subsidiary is a deferred basis or otherwise or other rights that are linked to, or based upon, corporation duly organized and validly existing and has made all necessary corporate filings required to be made by the value of any capital stock of, or limited liability company interests or other ownership interests in, any Acquired Subsidiary of Parent. Neither Parent or any under the laws of its Subsidiaries jurisdiction of organization to keep the Acquired Subsidiary in good standing under such laws and has all corporate power and authority to carry on its business as now being conducted and to own its properties and is subject duly licensed or qualified and in good standing as a foreign corporation in each jurisdiction in which it is required to any obligation (contingent be so licensed or otherwise) so qualified, except where the failure to repurchase be so licensed or otherwise acquire so qualified would not have a Material Adverse Effect on the Acquired Business. Seller has heretofore delivered to Buyer and Buyer Parent complete and correct copies of the certificate and articles of incorporation and all amendments thereto and by-laws or retire, or to register under similar corporate organizational documents of the Securities Act, any capital stock of, or limited liability company interests or other ownership interests in, any Acquired Subsidiary of Parentas currently in effect.

Subsidiaries and Equity Investments. As of the date hereof, except as set forth on Schedule 4.7 3.7 of the Parent Company Disclosure Schedule, Parent, Merger Sub 1, Merger Sub 2 the Company and Parent’s other its Subsidiaries do not directly or indirectly own, or hold any rights to acquire, any material capital stock or any other material securities, interests or investments in any other Person other than investments that constitute cash or cash equivalents, other than equity securities of publicly-traded Persons acquired for cash management or passive investment purposes in the ordinary course of business. All of the outstanding shares of capital stock, or limited liability company interests or other ownership interests of, each Subsidiary of Parentthe Company, as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by the ParentCompany, directly or indirectly. Parent The Company or one of Parentthe Company’s Subsidiaries has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or limited liability company interests or other ownership interests in, each Subsidiary of Parentthe Company, free and clear of any Liens other than Permitted Liens and any restrictions on transfer set forth in the organizational documents of such Subsidiary or pursuant to applicable securities laws. No Subsidiary of Parent the Company owns any shares of capital stock of Parentthe Company. There are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, or other compensatory rights or awards (in each case, issued by Parent the Company or any of its Subsidiaries) that are convertible into or exercisable for any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of Parentthe Company, on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of Parentthe Company. Neither Parent or the Company nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of Parentthe Company.

Subsidiaries and Equity Investments. As of the date hereof, except Except as set forth on Schedule 4.7 in Section 2.3 of the Parent Company Disclosure Schedule, Parent, Merger Sub 1, Merger Sub 2 and Parent’s other Subsidiaries do not directly or indirectly own, or hold any rights to acquire, any material capital stock or any other material securities, interests or investments Company has no Subsidiaries. Each Subsidiary listed in any other Person other than investments that constitute cash or cash equivalents, other than equity securities of publicly-traded Persons acquired for cash management or passive investment purposes in the ordinary course of business. All Section 2.3 of the outstanding shares Company Disclosure Schedule is a corporation duly organized, validly existing, and in good standing under the laws of capital stockits jurisdiction or incorporation and has all requisite corporate power and authority to own or lease its properties and assets and to conduct its business as now conducted. Each Subsidiary listed in Section 2.3 of the Company Disclosure Schedule is qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, or limited liability company interests or other ownership interests of, each Subsidiary of Parent, as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by except where the Parentfailure to do so would not have a Material Adverse Effect on Company. Company owns, directly or indirectly, all of the outstanding capital stock of each Subsidiary, free and clear of all Liens. Parent Section 2.3 of the Company Disclosure Schedule lists all authorized and outstanding capital stock of each Subsidiary. There are no options, warrants, agreements, conversion rights, preemptive rights or one other rights to subscribe for, purchase or otherwise acquire any of Parent’s the capital stock of Subsidiary. Neither Company nor any of its Subsidiaries hashas agreed nor is obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof and shall have on the Closing Dateor as may hereafter be in effect, valid and marketable title under which it may become obligated to all of the shares of capital stock of, or limited liability company interests or other ownership interests in, each Subsidiary of Parent, free and clear of any Liens other than Permitted Liens and any restrictions on transfer set forth in the organizational documents of such Subsidiary or pursuant to applicable securities laws. No Subsidiary of Parent owns any shares of capital stock of Parent. There are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, or other compensatory rights or awards (in each case, issued by Parent or any of its Subsidiaries) that are convertible into or exercisable for any capital stock of, or limited liability company interests or other ownership interests inmake, any Subsidiary of Parent, on a deferred basis future investment in or otherwise or capital contribution to any other rights that are linked to, or based upon, the value of any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of Parententity. Neither Parent or Company nor any of its Subsidiaries is subject to directly or indirectly owns any obligation (contingent equity or otherwise) to repurchase similar interest in or otherwise acquire any interest convertible, exchangeable or retire, or to register under the Securities Actexercisable for, any capital stock of, equity or limited liability company interests or other ownership interests similar interest in, any Subsidiary corporation, partnership, joint venture or other business, association or entity (other than Company's ownership of Parentequity interests in each Subsidiary).

Subsidiaries and Equity Investments. As (a) Schedule 3.4(a) hereto sets forth the name of each Subsidiary and, with respect to each Subsidiary, the date hereofjurisdiction in which it is incorporated or organized, except as set forth on Schedule 4.7 the number of the Parent Disclosure Schedule, Parent, Merger Sub 1, Merger Sub 2 and Parent’s other Subsidiaries do not directly or indirectly own, or hold any rights to acquire, any material shares of its capital stock or any other material securitiesequity interests duly issued and outstanding, interests the names of all stockholders or investments in any other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. Schedule 3.4(b) hereto also sets forth the name of each Person (other than investments that constitute cash a Subsidiary) of which the Company holds, directly or cash equivalentsindirectly, any capital stock or equity security, together with the amount of capital stock or equity security so owned and the name of each other than equity securities of publicly-traded Persons acquired for cash management or passive investment purposes in the ordinary course of businessrecord owner thereof. All of the The outstanding shares of capital stock, stock or limited liability company equity interests or other ownership interests of, of each Subsidiary of Parent, as applicable, are validly issued, fully paid and nonassessable non-assessable, and all such shares or other equity interests shown as being owned by Company are owned by it free and clear of record any and beneficially by all Liens, except as set forth in Schedules 3.4(a) and (b) hereto. There is no existing option, warrant, call, right, commitment or agreement of any character to which any Subsidiary or the ParentCompany is a party re- xxxxxxx, directly and there are no convertible securities of any Subsidiary outstanding or indirectlyagreed to be issued which, upon conversion or exchange, would require, the issuance, sale or transfer of any addi- tional shares of capital stock or other equity interests or securities of any Subsidiary or other securities convertible into shares of capital stock or other equity interests or securities of any Subsidiary or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of any Subsidiary. Parent Each Subsidiary is a duly organized and validly existing corporation or one other entity under the laws of Parent’s Subsidiaries hasthe jurisdiction of its organization. Each Subsidiary has all requisite corporate power and authority to own its properties and carry on its business as presently conducted. Except, as of set forth in Schedule 3.4(a) hereto, neither the date hereof and shall have on Seller nor the Closing DateCompany nor any Subsidiary is a party to any shareholders agreement, valid and marketable title voting trust or any other voting agreement with respect to all any of the shares of capital stock of, or limited liability company interests or other ownership interests inequity interest or to any agreement relating to the issuance, each Subsidiary sale, redemption, transfer or other disposition of Parent, free and clear of any Liens other than Permitted Liens and any restrictions on transfer set forth in the organizational documents of such Subsidiary or pursuant to applicable securities laws. No Subsidiary of Parent owns any shares of capital stock of Parent. There are no outstanding stock optionsany Subsidiary. (b) Except as disclosed in Schedule 3.4(b), restricted stock unitsneither the Company nor any Subsidiary is a partner, restricted stockbeneficiary, stock appreciation rightstrustee, “phantom” stock rightsco- tenant, performance unitsjoint venturer or otherwise a participant in any partnership, trust, joint venture, co-tenancy or other compensatory rights similar jointly owned business undertaking, and neither the Company nor any Subsidiary has any other investment interests in any business owned or awards (in each case, issued controlled by Parent any third party which are material to the Company or any of its Subsidiaries) that are convertible into or exercisable for any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of Parent, on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of Parent. Neither Parent or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of ParentSubsidiary.

Subsidiaries and Equity Investments. As (a) . (a) Schedule 3.7(a) sets forth, as to each Included Subsidiary, its jurisdiction of organization and the date hereofpercentage of its capital stock, except as set forth on Schedule 4.7 of the Parent Disclosure Schedule, Parent, Merger Sub 1, Merger Sub 2 and Parent’s other Subsidiaries do not directly or indirectly own, or hold any rights to acquire, any material capital stock or any other material securities, membership interests or investments in any other Person other than investments partnership interests, as the case may be, that constitute cash or cash equivalents, other than equity securities is owned beneficially and of publicly-traded Persons acquired for cash management or passive investment purposes in the ordinary course of businessrecord by an Acquired Entity. All of the The outstanding shares of capital stock, or limited liability company membership interests or other ownership interests of, each Subsidiary of Parentpartnership interests, as applicablethe case may be, beneficially owned by such Acquired Entity of each such Included Subsidiary are validly issued, fully paid and nonassessable and are owned were not issued in violation of record and beneficially by the Parentany preemptive rights, directly rights of first refusal or indirectlyany similar rights. Parent or one of Parent’s Subsidiaries has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all All of the shares of capital stock of, shown in Schedule 3.7(a) as being beneficially owned by an Acquired Entity are owned by such Acquired Entity either directly or limited liability company interests or indirectly through other ownership interests in, each Subsidiary of ParentIncluded Subsidiaries, free and clear of any Liens other than Permitted Liens and any restrictions on transfer Liens, except as set forth in the organizational documents of such Subsidiary or pursuant to applicable securities laws. No Subsidiary of Parent owns any shares of capital stock of ParentSchedule 3.7(a). There are no outstanding stock optionsobligations, restricted stock unitswarrants, restricted stock, stock appreciation rights, “phantom” stock rights, performance unitsoptions or other rights to subscribe for or purchase from any Included Subsidiary, or other compensatory rights contracts or awards (in each casecommitments providing for the issuance of or granting any Person the right to acquire, issued by Parent shares of any class of capital stock, membership interests or partnership interests of any Included Subsidiary, or any of its Subsidiaries) that are securities or other instruments convertible into or exchangeable or exercisable for shares of any class of capital stock ofstock, or limited liability company membership interests or other ownership partnership interests in, any Subsidiary of Parent, on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of any capital stock ofIncluded Subsidiary, or limited liability company interests or other ownership interests in, any and no Included Subsidiary of Parent. Neither Parent or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of its capital stock ofstock, membership interests or partnership interests, as the case may be. (b) Each of the Included Subsidiaries is a corporation, limited liability company interests or other ownership interests inpartnership, any Subsidiary as the case may be, duly organized, validly existing and in good standing under the Laws of Parentthe state in which it is organized and has all requisite power and authority to own or lease its properties and assets and to conduct its business as now conducted. Copies of the Certificate of Incorporation and By-laws (or comparable organizational documents, as applicable) of each of the Included Subsidiaries, with all amendments thereto to the date hereof, have been furnished to the Buyer or its representatives, and such copies are accurate and complete. Each of the Included Subsidiaries is duly qualified to do business as a foreign entity and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

Subsidiaries and Equity Investments. As (a) Schedule 5.4 hereto sets forth as of the date hereof, except as set forth on Schedule 4.7 hereof (i) the name of each direct or indirect Subsidiary of the Parent Disclosure ScheduleCompany, Parent(ii) the name of each corporation, Merger Sub 1partnership, Merger Sub 2 and Parent’s joint venture or other Subsidiaries do not entity (other than the Subsidiaries) in which the Company has, or pursuant to any agreement has the right to acquire at any time by any means, directly or indirectly ownindirectly, an equity interest or hold any rights to acquire, any material capital stock or any other material securities, interests or investments in any other Person other than investments that constitute cash or cash equivalents, other than equity securities of publicly-traded Persons acquired for cash management or passive investment purposes and (iii) in the ordinary course case of business. All each of the entities described in clause (i) above, (A) the jurisdiction of incorporation or organization, (B) the authorized capitalization thereof and (C) the share ownership of each such entity. The outstanding shares of capital stock, or limited liability company interests or other ownership interests of, Capital Stock of each such Subsidiary of Parent, as applicable, are validly issued, fully paid and nonassessable non-assessable, and all such shares or other equity interests represented as being owned by the Company are owned of record and beneficially by the Parent, directly or indirectly. Parent or one of Parent’s Subsidiaries has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or limited liability company interests or other ownership interests in, each Subsidiary of Parent, it free and clear of any and all Liens (other than Permitted Liens Exceptions). No shares of Capital Stock are held by any Subsidiary of the Company as treasury stock. There is no existing option, warrant, call, commitment or agreement to which any such Subsidiary is a party requiring, and there are no convertible securities of any restrictions on transfer set forth in such Subsidiary outstanding which upon conversion would require, the organizational documents issuance of any additional Capital Stock of any such Subsidiary or pursuant other securities convertible into Capital Stock of any such Subsidiary. The Seller does not, directly or indirectly, own any Capital Stock or other ownership interest in any corporation, partnership, joint venture or other entity that is engaged in the Satellite Business, other than the capital stock represented by the Shares and as listed on Schedule 5.4 hereto. Neither the Seller nor the Company nor any of the Company's Subsidiaries is a party to applicable securities laws. No any Contract, other than this Agreement, relating to the purchase of any interest in, or the obligation to invest in any such entity. (b) Each Subsidiary of Parent owns any shares of capital stock of Parent. There are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, the Company is a duly organized and validly existing corporation or other compensatory rights entity in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own its properties and assets and to conduct its business as now conducted. Each such Subsidiary is duly qualified to do business and is in good standing under the laws of (i) each jurisdiction in which it owns or awards leases real property and (ii) each other jurisdiction in which the conduct of its business or the ownership of its assets requires such qualification, in each case, issued by Parent with such exceptions as would not reasonably be expected to have, individually or any of its Subsidiaries) that are convertible into or exercisable for any capital stock ofin the aggregate, or limited liability company interests or other ownership interests in, any Subsidiary of Parent, on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of Parent. Neither Parent or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of ParentMaterial Adverse Effect.