Common use of Subsidiaries and Joint Ventures; Disqualified Equity Interests Clause in Contracts

Subsidiaries and Joint Ventures; Disqualified Equity Interests. (a) Schedule 3.11 sets forth, as of the Effective Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by Xxxxxx USA, the Company or any other Subsidiary in, (a) each Subsidiary and (b) each joint venture in which Xxxxxx USA, the Company or any other Subsidiary owns any Equity Interests, and identifies each Subsidiary Guarantor. The Equity Interests in each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.11, as of the Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which Xxxxxx USA, the Company or any Subsidiary is a party requiring, and there are no Equity Interests in any Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by the Company or any other Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Subsidiary. (b) As of the Effective Date, there are not any outstanding Disqualified Equity Interests in Xxxxxx USA or in any Subsidiary.

Subsidiaries and Joint Ventures; Disqualified Equity Interests. (a) Schedule 3.11 sets forth, as of the Effective Date, the name and jurisdiction of formation, incorporation or organization of, and the percentage of each class of Equity Interests owned by Xxxxxx USA, the Company or any other Subsidiary in, (a) each Subsidiary and (b) each joint venture in which Xxxxxx USA, the Company or any other Subsidiary owns any Equity Interests, and identifies each Designated Subsidiary Guarantorand each Material Subsidiary. The Equity Interests in each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.11, as of the Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which Xxxxxx USA, the Company or any Subsidiary is a party requiring, and there are no Equity Interests in any Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Subsidiary to any Person other than the Company or any other a Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Subsidiary. (b) . As of the Effective Date, there are not neither the Company nor any Subsidiary have any outstanding Disqualified Equity Interests in Xxxxxx USA or in any SubsidiaryInterests.

Subsidiaries and Joint Ventures; Disqualified Equity Interests. (a) Schedule 3.Schedule 3.11 sets forth, as of the Effective Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by Xxxxxx USA, the Company or any other Subsidiary in, (ai) each Subsidiary and (bii) each joint venture in which Xxxxxx USA, the Company or any other Subsidiary owns any Equity Interests, and identifies each Subsidiary GuarantorDesignated Subsidiary. The Equity Interests in each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.11, as of the Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which Xxxxxx USA, the Company or any other Subsidiary is a party requiring, and there are no Equity Interests in any Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by the Company or any other Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Subsidiary. (ba) As of the Effective Date, there are not any outstanding Disqualified Equity Interests in Xxxxxx USA or in any Subsidiary.