Common use of Subsidiaries; Capitalization Clause in Contracts

Subsidiaries; Capitalization. As of the Closing Date, the Parent has no other Subsidiaries other than those listed in Schedule 6.14 to the Disclosure Letter. As of the Closing Date, Schedule 6.14 to the Disclosure Letter sets forth the jurisdiction of incorporation or organization of the Parent and its Subsidiaries, the percentage of the Parent’s ownership of the outstanding Voting Stock of each Subsidiary of the Parent, and the authorized, issued, and outstanding Capital Stock of the Parent and each Subsidiary of the Parent. All of the outstanding Capital Stock of the Parent and its Subsidiaries has been validly issued, is fully paid, is nonassessable, and has not been issued in violation of any preemptive or similar rights. As of the Closing Date, except as disclosed in Schedule 6.14 to the Disclosure Letter, there are (a) no outstanding subscriptions, options, warrants, calls, or rights (including, without limitation, preemptive rights) to acquire, and no outstanding securities or instruments convertible into, Capital Stock of the Parent or any of its Subsidiaries, and (b) no shareholder agreements, voting trusts, or similar agreements in effect and binding on any shareholder of (i) to the Parent’s knowledge, the Parent or any of its Capital Stock or (ii) any Subsidiary of the Parent or any of their respective Capital Stock. All shares of Capital Stock of the Parent and its Subsidiaries were issued in compliance with all applicable state and federal securities laws.

Subsidiaries; Capitalization. As of the Closing Date, the Parent has no other Subsidiaries other than those listed in Schedule 6.14 to the Disclosure Letter6.14. As of the Closing Date, Schedule 6.14 to the Disclosure Letter sets forth the jurisdiction of incorporation or organization of the Parent and its Subsidiaries, the percentage of the Parent’s 's ownership of the outstanding Voting Stock of each Subsidiary of the Parent, and the authorized, issued, and outstanding Capital Stock of the Parent and each Subsidiary of the Parent. All of the outstanding Capital Stock of the Parent and its Subsidiaries has been validly issued, is fully paid, is nonassessable, and has not been issued in violation of any preemptive or similar rights. As of the Closing Date, except as disclosed in Schedule 6.14 to the Disclosure Letter6.14, there are (a) no outstanding subscriptions, options, warrants, calls, or rights (including, without limitation, preemptive rights) to acquire, and no outstanding securities or instruments convertible into, Capital Stock of the Parent or any of its Subsidiaries, and (b) no shareholder agreements, voting trusts, or similar agreements in effect and binding on any shareholder of (i) to the Parent’s 's knowledge, the Parent or any of its Capital Stock or (ii) any Subsidiary of the Parent or any of their respective Capital Stock. All shares of Capital Stock of the Parent and its Subsidiaries were issued in compliance with all applicable state and federal securities laws.

Subsidiaries; Capitalization. As (i) After giving effect to the consummation of the Closing DateTransactions, the Parent has no other Subsidiaries other than those listed in Schedule 6.14 to the Disclosure Letter4.01(b). As of the Closing Date, Schedule 6.14 to the Disclosure Letter 4.01(b) sets forth the jurisdiction of incorporation or organization of the Parent and each of its Subsidiaries, the total authorized Capital Stock of each such Person, divided by class, and the percentage of the Parent’s 's or a Subsidiary's (as applicable) ownership of the outstanding Voting Stock of each Subsidiary of the Parent. None of the Subsidiaries of the Parent listed in Schedule 4.01(b) and whose names are marked with an asterisk on such Schedule owns any material assets (other than certain intellectual property assets) or conducts any material business activities or has any employees, and the authorized, issued, and outstanding Capital Stock of the Parent and is currently engaged in dissolving each Subsidiary of the Parent. such Person. (ii) All of the outstanding Capital Stock of the Parent and its Subsidiaries has been validly issued, is fully paid, is nonassessable, and has not been issued in violation of any preemptive or similar rights. As of Except for the Closing Date, Warrants and the Equity Registration Rights Agreement and except as disclosed in Schedule 6.14 to the Disclosure Letter4.01(b), there are (aA) no outstanding subscriptions, options, warrants, calls, or rights (including, without limitation, preemptive rights) to acquire, and no outstanding securities or instruments convertible into, Capital Stock of the Parent or any of its Subsidiaries, and (bB) no shareholder agreements, voting trusts, or similar agreements in effect and binding on any shareholder of (i) to the Parent’s knowledge, the Parent or any of its Subsidiaries or the Capital Stock or (ii) any Subsidiary of the Parent or any of their respective Capital Stockits Subsidiaries. All shares of Capital Stock of the Parent and its Subsidiaries were issued in compliance with all applicable state and federal securities laws.