Common use of Subsidiaries; Capital Stock Clause in Contracts

Subsidiaries; Capital Stock. As of the Agreement Date, the Parent has only the Subsidiaries set forth on, and the authorized, issued and outstanding capital stock of the Parent and each such Subsidiary (or partnership or other interests, as the case may be) is as set forth on, Schedule 4.1. The shares of, or partnership or other interests in, each Subsidiary of the Parent that are owned by the Parent or another Subsidiary of the Parent are owned beneficially and of record by the Parent or another Subsidiary of the Parent, are free and clear of all Liens except as otherwise permitted by Section 8.3, and are duly authorized, validly issued, fully paid and nonassessable except, in the case of any Subsidiary organized under the laws of the State of New York, for any liability that may arise under the provisions of Section 630 of the Business Corporation Law of the State of New York. As of the Agreement Date, except as set forth on Schedule 4.1, (a) neither the Parent nor any of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (b) except as otherwise permitted by Section 8.9, there are no agreements, voting trusts or understandings binding upon the Parent or any of its Subsidiaries with respect to the voting securities of the Parent or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (c) the Parent owns, directly or indirectly, all of the outstanding equity interests of each Borrower and Guarantor (other than the Parent), in each case subject to director qualifying shares or similar legal requirements.

Subsidiaries; Capital Stock. As of the Agreement Date, the Parent has only the Subsidiaries set forth on, and the authorized, issued and outstanding capital stock of the Parent and each such Subsidiary (or partnership or other interests, as the case may be) is as set forth on, Schedule 4.1. The shares of, or partnership or other interests in, each Subsidiary of the Parent that are owned by the Parent or another Subsidiary of the Parent are owned beneficially and of record by the Parent or another Subsidiary of the Parent, are free and clear of all Liens except as otherwise permitted by Section 8.3, and are duly authorized, validly issued, fully paid and nonassessable except, in the case of any Subsidiary organized under the laws of the State of New York, for any liability that may arise under the provisions of Section 630 of the Business Corporation Law of the State of New York. As of the Agreement Date, except as set forth on Schedule 4.1, (a) neither the Parent nor any of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (b) except as otherwise permitted by Section 8.9, there are no agreements, voting trusts or understandings binding upon the Parent or any of its Subsidiaries with respect to the voting securities of the Parent or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (c) the Parent owns, directly or indirectly, all of the outstanding equity interests of each Borrower and Guarantor (other than the Parent), in each case subject to director qualifying shares or similar legal requirements.

Subsidiaries; Capital Stock. As of the Agreement Datedate of this Agreement, the Parent has only the Subsidiaries set forth on, and the authorized, issued and outstanding capital stock of the Parent and each such Subsidiary (or partnership or other interests, as the case may be) is as set forth on, Schedule 4.1. The shares of, or partnership or other interests in, each Subsidiary of the Parent that are owned by the Parent or another Subsidiary of the Parent are owned beneficially and of record by the Parent or another Subsidiary of the Parent, are free and clear of all Liens except as otherwise permitted by Section 8.3, and are duly authorized, validly issued, fully paid and nonassessable except, in the case of any Subsidiary organized under the laws of the State of New York, for any liability that may arise under the provisions of Section 630 of the Business Corporation Law of the State of New York. As of the Agreement Datedate of this Agreement, except as set forth on Schedule 4.1, (a) neither the Parent nor any of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (b) except as otherwise permitted by Section 8.9, there are no agreements, voting trusts or understandings binding upon the Parent or any of its Subsidiaries with respect to the voting securities of the Parent or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (c) the Parent owns, directly or indirectly, all of the outstanding equity interests capital stock of each Borrower and Guarantor (other than the Parent), in each case subject to director qualifying shares or similar legal requirementsof its Subsidiaries.

Subsidiaries; Capital Stock. As of the date of this Agreement Dateand immediately after giving effect to the Merger, the Parent Borrower has only the Subsidiaries set forth on, and the authorized, issued and outstanding capital stock of the Parent Borrower and each such Subsidiary (or partnership or other interests, as the case may be) is as set forth on, Schedule 4.1. The Except as set forth on Schedule 4.1, the shares of, or partnership or other interests in, each Subsidiary of the Parent that are owned by the Parent or another Subsidiary of the Parent are owned beneficially and of record by the Parent Borrower or another Subsidiary of the ParentSubsidiary, are free and clear of all Liens except as otherwise permitted by Section 8.38.2, and are duly authorized, validly issued, fully paid and nonassessable exceptand, except in the case of any Subsidiary shares of Subsidiaries organized under the laws of the State of New YorkYork law, for any liability that may arise under the provisions of as provided in Section 630 of the New York Business Corporation Law of the State of New YorkLaw, nonassessable. As of the date of this Agreement Dateand immediately after giving effect to the Merger, except as set forth on Schedule 4.1, (a) neither the Parent Borrower nor any of its Subsidiaries Subsidiary has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (b) except as otherwise permitted by Section 8.9, there are no agreements, voting trusts or understandings binding upon the Parent Borrower or any of its Subsidiaries Subsidiary with respect to the voting securities of the Parent Borrower or any of its Subsidiaries Subsidiary or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (c) the Parent Borrower owns, directly or indirectly, all of the outstanding equity interests capital stock of each Borrower and Guarantor (other than the Parent), in each case subject to director qualifying shares or similar legal requirementsSubsidiary.