Common use of Subsidiaries; Capitalization Clause in Contracts

Subsidiaries; Capitalization. (a) Exhibit 6.7(a) attached hereto (i) contains a description of the corporate structure of the Company or its Subsidiaries; and (ii) accurately sets forth (A) the correct legal name, the jurisdiction of incorporation and the jurisdictions in which each of the Company and the direct and indirect Subsidiaries of the Company are qualified to transact business as a foreign corporation, and (B) the authorized, issued and outstanding shares of each class of Capital Stock of the Company and each of its Subsidiaries and the owners of such shares (both as of the Closing Date and on a fully-diluted basis). Except for (i) mandatory redemption or repurchase of Capital Stock of the Company as a result of distributions by the ESOT to participants of the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, (ii) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (iii) the Incentive Arrangements disclosed on Exhibit 6.7(a), and the Warrants and the Seller Warrants, (iv) the put and call rights contained in the Warrants and the Seller Warrants, (v) the vesting provisions of the ESOP, or (vi) agreements otherwise disclosed on Exhibit 6.7(a), none of the issued and outstanding Capital Stock of the Company or any of the Company's Subsidiaries is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock except for the Warrants and the Seller Warrants and except as may be in effect from time to time with respect Incentive Arrangements. The outstanding Capital Stock of the Company and each of its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is not Margin Stock; and, except as provided in the Rights Agreement, the Warrants and the Seller Warrants, not subject to any preemptive right, right of first refusal or offer or similar right on the part of any other Person, and all of such Capital Stock has been (or will have been) offered and issued in accordance with all applicable laws. Except as set forth on Exhibit 6.7(a) attached hereto and except to the extent Persons may be deemed beneficial owners by virtue of familial relationships with a holder of Capital Stock or in connection with a trust established for the benefit of family members by a holder of Capital Stock, the owners of the Capital Stock indicated on Exhibit 6.7(a) attached hereto own the Capital Stock indicated on such exhibit free of any Lien, proxy, voting agreement, voting trust, stockholders agreement (other than the Rights Agreement) or similar agreement or restriction. Except as set forth on Exhibit 6.7(a) attached hereto, neither the Organizational Documents nor any other agreement, document or instrument binding on or applicable to the Company or any of its Subsidiaries or any of its stockholders contains any provision requiring a higher voting requirement with respect to action taken (and/or to be taken) by its board of directors or stockholders than that which would apply in the absence of such provision.

Subsidiaries; Capitalization. (a) Exhibit 6.7(a) attached hereto (i) contains a description of The Company does not own or control, directly or indirectly, any interest or other equity security in any corporation, partnership, limited liability company, association or other business entity, other than the corporate structure of interests in the Company or its Subsidiaries; and (ii) accurately sets forth (A) the correct legal name, the jurisdiction of incorporation and the jurisdictions in which each of the Company and the direct and indirect Subsidiaries of the Company are set forth on Section 3.2(a)(i) of the Company Disclosure Letter. Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of organization and has requisite corporate, limited liability company or other entity power and authority to own and operate its properties and assets, to carry own its business as presently conducted and contemplated to be conducted. Each of the Company’s Subsidiaries is presently qualified to transact do business as a foreign corporationentity in each jurisdiction in which it is required to be so qualified (except where the failure to be so qualified has not had and would not reasonably be expected to have, and (B) the authorized, issued and outstanding shares of each class of Capital Stock of the Company and each of its Subsidiaries and the owners of such shares (both as of the Closing Date and on a fully-diluted basis). Except for (i) mandatory redemption individually or repurchase of Capital Stock of the Company as a result of distributions by the ESOT to participants of the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, (ii) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (iii) the Incentive Arrangements disclosed on Exhibit 6.7(a), and the Warrants and the Seller Warrants, (iv) the put and call rights contained in the Warrants aggregate, a Company Material Adverse Effect) and is in good standing in each such jurisdiction (or the Seller Warrantsequivalent thereof, (v) the vesting provisions of the ESOPif applicable, or (vi) agreements otherwise disclosed on Exhibit 6.7(a)in each case, none of the issued and outstanding Capital Stock of the Company or any of the Company's Subsidiaries is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock except for the Warrants and jurisdictions that recognize the Seller Warrants and except as may be in effect from time to time with respect Incentive Arrangements. The outstanding Capital Stock concept of the Company and each of its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is not Margin Stock; andgood standing or any equivalent thereof), except as provided where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the Rights Agreementaggregate, the Warrants and the Seller Warrants, not subject to any preemptive right, right of first refusal or offer or similar right on the part of any other Person, and all of such Capital Stock has been (or will have been) offered and issued in accordance with all applicable lawsa Company Material Adverse Effect. Except as set forth on Exhibit 6.7(aSection 3.2(a)(ii) attached hereto and except to of the extent Persons may be deemed beneficial owners by virtue of familial relationships with a holder of Capital Stock or in connection with a trust established for the benefit of family members by a holder of Capital StockCompany Disclosure Letter, the owners Company directly or indirectly owns (beneficially and of record) good and valid title to all the issued and outstanding interests or other equity securities of the Capital Stock indicated Subsidiaries listed in Section 3.2(a)(i) of the Company Disclosure Letter free and clear of all Liens other than restrictions on Exhibit 6.7(a) attached hereto own transfer arising under applicable securities Laws. All interests or other equity securities of the Capital Stock indicated on Company’s Subsidiaries that are issued and outstanding have been duly authorized and validly issued in compliance with such exhibit free Subsidiary’s Governing Documents and applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any Lienpurchase option, proxycall option, voting agreementright of first refusal, voting trustpreemptive right, stockholders agreement (subscription right or other than the Rights Agreement) or similar agreement or restriction. Except as set forth on Exhibit 6.7(a) attached hereto, neither the Organizational Documents nor any other agreement, document or instrument binding on or applicable to the Company or any of its Subsidiaries or any of its stockholders contains any provision requiring a higher voting requirement with respect to action taken (and/or to be taken) by its board of directors or stockholders than that which would apply in the absence of such provisionright.

Subsidiaries; Capitalization. (a) Exhibit 6.7(a) attached hereto (i) contains a description of The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than the corporate structure Subsidiaries of the Company or set forth in ‎Section 3.2(a) of the Company Disclosure Letter. Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of its Subsidiaries; and (ii) accurately sets forth (A) the correct legal name, the jurisdiction of incorporation and has the jurisdictions in which each requisite corporate or other entity power and authority to own and operate its properties and assets and to carry on its business as presently conducted and contemplated to be conducted. Each of the Company and the direct and indirect Company’s Subsidiaries of the Company are is presently qualified to transact do business as a foreign corporationcorporation or other entity in each jurisdiction in which it is required to be so qualified and is in good standing in each such jurisdiction (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof), except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. One hundred percent (B100%) of the authorized, shares or other equity securities of the Company’s Subsidiaries that are issued and outstanding shares are owned, directly or indirectly, by the Company, free and clear of each class all Liens (other than Permitted Liens and Liens arising from the applicable Rumble Company’s Governing Documents and applicable securities Laws), have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of Capital Stock of the Company and each of its Subsidiaries and the owners of such shares (both as of the Closing Date and on a fully-diluted basis). Except for (i) mandatory redemption the applicable Rumble Company’s Governing Documents, or repurchase of Capital Stock of the Company as a result of distributions by the ESOT to participants of the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, (ii) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Lawpurchase option, (iii) the Incentive Arrangements disclosed on Exhibit 6.7(a), and the Warrants and the Seller Warrants, (iv) the put and call rights contained in the Warrants and the Seller Warrants, (v) the vesting provisions of the ESOP, or (vi) agreements otherwise disclosed on Exhibit 6.7(a), none of the issued and outstanding Capital Stock of the Company or any of the Company's Subsidiaries is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock except for the Warrants and the Seller Warrants and except as may be in effect from time to time with respect Incentive Arrangements. The outstanding Capital Stock of the Company and each of its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is not Margin Stock; and, except as provided in the Rights Agreement, the Warrants and the Seller Warrants, not subject to any preemptive rightoption, right of first refusal refusal, right of first offer, preemptive right, subscription right or offer or other similar right on the part of any other Person, and all of such Capital Stock has been (or will have been) offered and issued in accordance with all applicable laws. Except as set forth on Exhibit 6.7(a) attached hereto and except to the extent Persons may be deemed beneficial owners by virtue of familial relationships with a holder of Capital Stock or in connection with a trust established for the benefit of family members by a holder of Capital Stock, the owners of the Capital Stock indicated on Exhibit 6.7(a) attached hereto own the Capital Stock indicated on such exhibit free of any Lien, proxy, voting agreement, voting trust, stockholders agreement (other than the Rights Agreement) or similar agreement or restriction. Except as set forth on Exhibit 6.7(a) attached hereto, neither the Organizational Documents nor any other agreement, document or instrument binding on or applicable to the Company or any of its Subsidiaries or any of its stockholders contains any provision requiring a higher voting requirement with respect to action taken (and/or to be taken) by its board of directors or stockholders than that which would apply in the absence of such provisionright.

Subsidiaries; Capitalization. (a) Exhibit 6.7(a6.4(a) attached hereto (i) contains a description of the corporate structure of the Company or its Subsidiaries; and (ii) accurately sets forth (A) the correct legal name, the jurisdiction of incorporation and the jurisdictions in which each of the Company and the direct and indirect Subsidiaries of the Company are qualified to transact business as a foreign corporation, and (B) the authorized, issued and outstanding shares of each class of Capital Stock of the Company and each of its Subsidiaries and the owners of such shares (both as of the Closing Date and on a fully-diluted basis). None of the Company's Subsidiaries is a Foreign Subsidiary. Except for (i) mandatory redemption or repurchase of Capital Stock of the Company as a result of distributions by the ESOT to participants of the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, (ii) the requirements of as required by Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (iii) the Incentive Arrangements disclosed on Exhibit 6.7(a6.4(a), and the Warrants and the Seller Mezzanine Warrants, (iv) the put and call rights contained in the Warrants and the Seller Mezzanine Warrants, (v) the vesting provisions of the ESOP, or (viv) agreements otherwise disclosed on Exhibit 6.7(a6.4(a), none of the issued and outstanding Capital Stock of the Company or any of the Company's Subsidiaries is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock Stock, except for the Warrants and the Seller Mezzanine Warrants and except as may be in effect from time to time with respect to Incentive Arrangements. The outstanding Capital Stock of the Company and each of its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is not Margin Stock; and, except as provided in the Rights Agreement, the Warrants and the Seller Mezzanine Warrants, not subject to any preemptive right, right of first refusal or offer or similar right on the part of any other Person, and all of such Capital Stock has been (or will have been) offered and issued in accordance with all applicable laws. Except as set forth on Exhibit 6.7(a6.4(a) attached hereto and except to the extent Persons may be deemed beneficial owners by virtue of familial relationships with a holder of Capital Stock or in connection with a trust established for the benefit of family members by a holder of Capital Stock, the owners of the Capital Stock indicated on Exhibit 6.7(a6.4(a) attached hereto own the Capital Stock indicated on such exhibit free of any Lien, proxy, voting agreement, voting trust, stockholders agreement (other than the Rights Agreement) or similar agreement or restriction. Except as set forth on Exhibit 6.7(a6.4(a) attached hereto, neither the Organizational Documents nor any other agreement, document or instrument binding on or applicable to the Company or any of its Subsidiaries or any of its stockholders contains any provision requiring a higher voting requirement with respect to action taken (and/or to be taken) by its board of directors or stockholders than that which would apply in the absence of such provision.

Subsidiaries; Capitalization. (a) Exhibit 6.7(a) attached hereto As of the Restatement Effective Date, (i) contains a description Arch Enterprises and the Parent are the only direct Subsidiaries of the corporate structure of the Company or its Subsidiaries; Arch and (ii) accurately sets forth (A) the correct legal name, the jurisdiction of incorporation Borrowers and the jurisdictions in which each of Subsidiary Guarantors are the Company and the direct and indirect only Subsidiaries of the Company are qualified to transact business as a foreign corporation, and (B) the authorized, Parent. The issued and outstanding shares of each class of Capital Stock of the Company Parent, the Borrowers and each corporate Subsidiary of its Subsidiaries and the owners of such shares (both as of the Closing Date and on a fully-diluted basis). Except for (i) mandatory redemption or repurchase of Capital Stock of the Company as a result of distributions by the ESOT to participants of the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, (ii) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (iii) the Incentive Arrangements disclosed on Exhibit 6.7(a), and the Warrants and the Seller Warrants, (iv) the put and call rights contained in the Warrants and the Seller Warrants, (v) the vesting provisions of the ESOP, or (vi) agreements otherwise disclosed on Exhibit 6.7(a), none of the issued and outstanding Capital Stock of the Company or any of the Company's Subsidiaries is subject to any vesting, redemption, or repurchase agreement, and there Borrower are no warrants or options outstanding with respect to such Capital Stock except for the Warrants and the Seller Warrants and except as may be in effect from time to time with respect Incentive Arrangements. The outstanding Capital Stock of the Company and each of its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is not Margin Stock; andare owned free and clear of any Liens, except as provided Permitted Liens described in the Rights Agreement, the Warrants Sections 8.2(ii) and the Seller Warrants, not subject to any preemptive right, right of first refusal or offer or similar right on the part of any other Person, (xi) (if and all of such Capital Stock has been (or will have been) offered and issued when granted in accordance with all applicable lawsSection 7.16). Except The interest of a Borrower in each of its non-corporate Subsidiaries is owned free and clear of any Liens, except Permitted Liens described in Sections 8.2(ii) and (xi) (if and when granted in accordance with Section 7.16). The outstanding capital Stock of the Parent, the Borrowers and each corporate Subsidiary of the Borrowers and the ownership interest in each non-corporate Subsidiary of a Borrower are as set forth on Exhibit 6.7(a) attached hereto Schedule 4.1. The owner of each issue of capital Stock listed on Schedule 4.1 is the registered and except to beneficial owner thereof. Neither the extent Persons may be deemed beneficial owners by virtue of familial relationships with a holder of Capital Stock or in connection with a trust established for the benefit of family members by a holder of Capital StockParent, the owners of the Capital Stock indicated on Exhibit 6.7(a) attached hereto own the Capital Stock indicated on such exhibit free of any Lien, proxy, voting agreement, voting trust, stockholders agreement (other than the Rights Agreement) or similar agreement or restriction. Except as set forth on Exhibit 6.7(a) attached hereto, neither the Organizational Documents Borrower nor any other agreement, document or instrument binding on or applicable to the Company or any of its respective Subsidiaries has issued any securities convertible into capital Stock (or other equity interest) of the Parent, such Borrower or such Subsidiary and there are no outstanding options or warrants to purchase capital Stock of the Parent, such Borrower or such Subsidiary of any class or kind, and there are no agreements, voting trusts or understandings with respect thereto or affecting in any manner the sale, pledge, assignment or other disposition thereof, including, without limitation, any right of first refusal, option, redemption, call or other rights with respect thereto, whether similar or dissimilar to any of its stockholders contains any provision requiring a higher voting requirement with respect to action taken (and/or to be taken) by its board of directors or stockholders than that which would apply in the absence of such provisionforegoing.