Common use of Subsidiaries; Joint Venture Entities Clause in Contracts

Subsidiaries; Joint Venture Entities. (a) Each Subsidiary of Parent is a company or other business entity duly incorporated or organized (as applicable), validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of organization, has all corporate (or other organizational) powers and all Governmental Authorizations required to carry on its business as now conducted, with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each such Subsidiary is duly qualified to do business as a foreign business entity and (to the extent applicable) is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing (to the extent applicable) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 4.06(a) of the Parent Disclosure Schedule sets forth (i) a list of all material Subsidiaries of Parent (other than the UKTV Group) which are not wholly owned by Parent, directly or indirectly, and (ii) Parent’s ownership interest therein. Prior to the Original Merger Agreement Date, Parent made available to the Company true and complete copies of all certificates of incorporation, by-laws, partnership agreements, limited liability company agreements, share registers or other comparable documents relating to those material Subsidiaries (other than the UKTV Group) which are not wholly owned by Parent. (b) For purposes of this Section 4.06(b), clause (ii) of the definition of “Subsidiary” shall be omitted. All of the outstanding shares of capital stock of, or other voting securities or ownership interests in, each Subsidiary of Parent is owned by Parent, directly or indirectly, free and clear of any Lien (other than Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests) and, in the case of shares in Subsidiaries which are incorporated in England and Wales or Scotland, are fully paid and have been validly allotted. There are no outstanding (i) securities of Parent or any Subsidiary of Parent convertible into or exchangeable for shares of capital stock of, or other voting securities or ownership interests in, any Subsidiary of Parent, (ii) options or other rights to acquire from Parent or any Subsidiary of Parent, or other obligation of Parent or any Subsidiary of Parent to issue, any capital stock of, or other voting securities or ownership interests in, or any securities convertible into or exchangeable for, capital stock of, or other voting securities or ownership interests in, any Subsidiary of Parent, or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, any Subsidiary of Parent (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Parent Subsidiary Securities”). There are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem, cancel or otherwise acquire any of the Parent Subsidiary Securities. (c) Section 4.06(c) of the Parent Disclosure Schedule sets forth all Subsidiaries of Parent (other than any member of the UKTV Group) engaged in the business of producing, commissioning and/or supplying television programming and related services to any distribution platform within the United Kingdom. (d) Section 4.06(d) of the Parent Disclosure Schedule sets forth (i) the name of (A) each Person (other than any Subsidiary of Parent and Front Row Limited) in which Parent and/or any of its Subsidiaries, on the one hand, and any other Person, on the other hand, own any equity, ownership, profit, voting or other interest, in each case, that is material, and (B) each member of the UKTV Group (each Person referred to this clause (i), a “Parent Joint Venture Entity”), (ii) the number of shares of capital stock of, or other voting securities or ownership interests in, each Parent Joint Venture Entity (collectively, the “Parent Joint Venture Securities”) held by Parent, directly or indirectly, and (iii) for each Parent Joint Venture Entity, the outstanding Parent Joint Venture Securities in such entity. Except as provided in the Parent Joint Venture Agreements, all of the Parent Joint Venture Securities owned by Parent, directly or indirectly, are owned free and clear of any Lien (other than Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). Parent has made available to the Company true and complete copies of all Parent Joint Venture Agreements prior to the Original Merger Agreement Date to which Parent or its Subsidiaries are a party. For purposes of this Agreement, a “Parent Joint Venture Agreement” is any partnership, joint venture, shareholder or a similar agreement providing for the sharing of any profits, losses or liabilities, including each agreement relating to the formation, creation, equity or other ownership interests, operation, management or control of any Parent Joint Venture Entity (which term shall be interpreted for this purpose only without the materiality qualifier in clause (A) thereof) and the rights or obligations of any Person owning any Parent Joint Venture Securities (including all certificates of incorporation, bylaws, partnership agreements and operating agreements).

Subsidiaries; Joint Venture Entities. (a) Each Subsidiary of Parent the Company is a company or other business entity duly incorporated or organized (as applicable), validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of organization, has all corporate (or other organizational) powers and all Governmental Authorizations required to carry on its business as now conducted, with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each such Subsidiary is duly qualified to do business as a foreign business entity and (to the extent applicable) is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing (to the extent applicable) would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Section 4.06(a) of the Parent Company Disclosure Schedule sets forth (i) a list of all material Subsidiaries of Parent the Company (other than the UKTV Group) which are not wholly owned by Parentthe Company, directly or indirectly, and (ii) Parentthe Company’s ownership interest therein. Prior to the Original Merger Agreement Date, Parent The Company has made available to the Company Parent true and complete copies of all certificates of incorporation, by-laws, partnership agreements, limited liability company agreements, share registers or other comparable documents relating to those material Subsidiaries (other than the UKTV Group) which are not wholly owned by Parentthe Company. (b) For purposes of this Section 4.06(b), clause (ii) of the definition of “Subsidiary” shall be omitted. All of the outstanding shares of capital stock of, or other voting securities or ownership interests in, each Subsidiary of Parent the Company is owned by Parentthe Company, directly or indirectly, free and clear of any Lien (other than Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests) and, in the case of shares in Subsidiaries which are incorporated in England and Wales or Scotland, are fully paid and have been validly allotted. There are no outstanding (i) securities of Parent the Company or any Subsidiary of Parent the Company convertible into or exchangeable for shares of capital stock of, or other voting securities or ownership interests in, any Subsidiary of Parentthe Company, (ii) options or other rights to acquire from Parent the Company or any Subsidiary of Parentthe Company, or other obligation of Parent the Company or any Subsidiary of Parent the Company to issue, any capital stock of, or other voting securities or ownership interests in, or any securities convertible into or exchangeable for, capital stock of, or other voting securities or ownership interests in, any Subsidiary of Parentthe Company, or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, any Subsidiary of Parent the Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Parent Company Subsidiary Securities”). There are no outstanding obligations of Parent the Company or any of its Subsidiaries to repurchase, redeem, cancel or otherwise acquire any of the Parent Company Subsidiary Securities. (c) Section 4.06(c) of the Parent Company Disclosure Schedule sets forth all Subsidiaries of Parent the Company (other than any member of the UKTV Group) engaged in the business of producing, commissioning and/or supplying television programming and related services to any distribution platform within the United Kingdom. (d) Section 4.06(d) of the Parent Company Disclosure Schedule sets forth (i) the name of (A) each Person (other than any Subsidiary of Parent the Company and Front Row Limited) in which Parent the Company and/or any of its Subsidiaries, on the one hand, and any other Person, on the other hand, own any equity, ownership, profit, voting or other interest, in each case, that is material, and (B) each member of the UKTV Group (each Person referred to this clause (i), a “Parent Company Joint Venture Entity”), (ii) the number of shares of capital stock of, or other voting securities or ownership interests in, each Parent Company Joint Venture Entity (collectively, the “Parent Company Joint Venture Securities”) held by Parentthe Company, directly or indirectly, and (iii) for each Parent Company Joint Venture Entity, the outstanding Parent Company Joint Venture Securities in such entity. Except as provided in the Parent Company Joint Venture Agreements, all of the Parent Company Joint Venture Securities owned by Parentthe Company, directly or indirectly, are owned free and clear of any Lien (other than Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). Parent The Company has made available to the Company Parent true and complete copies of all Parent Company Joint Venture Agreements prior to the Original Merger Agreement Date date hereof to which Parent the Company or its Subsidiaries are a party. For purposes of this Agreement, a “Parent Company Joint Venture Agreement” is any partnership, joint venture, shareholder or a similar agreement providing for the sharing of any profits, losses or liabilities, including each agreement relating to the formation, creation, equity or other ownership interests, operation, management or control of any Parent Company Joint Venture Entity (which term shall be interpreted for this purpose only without the materiality qualifier in clause (A) thereof) and the rights or obligations of any Person owning any Parent Company Joint Venture Securities (including all certificates of incorporation, bylaws, partnership agreements and operating agreements).

Subsidiaries; Joint Venture Entities. (a) Each Subsidiary of Parent the Subsidiaries of the Company and each Joint Venture Entity is a company or other business entity duly incorporated or organized (as applicable)organized, validly existing and (to the extent applicable) in good standing (where such concept is recognized under applicable Law) under the laws Laws of the jurisdiction of its jurisdiction organization except (other than with respect to the due organization and valid existence of organization, has all corporate (or other organizationaleach of the Company’s Subsidiaries) powers and all Governmental Authorizations required to carry on its business as now conducted, with such exceptions as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Each such Subsidiary is duly qualified of the Subsidiaries of the Company and each Joint Venture Entity has all requisite corporate or similar power and corporate or similar authority necessary to do (i) carry on its business as a foreign business entity it is now being conducted and (to ii) own, lease and use its assets and properties in the extent applicable) is manner in good standing in each jurisdiction where such qualification is necessarywhich its assets and properties are currently owned, leased or used, except for those jurisdictions where failure to be so qualified or in good standing (to the extent applicable) as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 4.06(a) None of the Parent Disclosure Schedule sets forth (i) a list of all material Subsidiaries of Parent (other than the UKTV Group) which Company are not in violation of their respective organizational or governing documents in any material respect and none of the Company or any of its Subsidiaries is in violation of any Joint Venture Agreement in any material respect. The Company has provided the organizational or governing documents for each Subsidiary of the Company and each Joint Venture Entity and the Joint Venture Agreements for each non-wholly owned by Parent, directly or indirectly, and (ii) Parent’s ownership interest therein. Prior to the Original Merger Agreement Date, Parent made available to Subsidiary of the Company true and complete copies of all certificates of incorporation, by-laws, partnership agreements, limited liability company agreements, share registers or other comparable documents relating to those material Subsidiaries (other than the UKTV Group) which are not wholly owned by Parenteach Joint Venture Entity. (b) For purposes of this Section 4.06(b), clause (ii‎Section 3.03(b) of the definition Company Disclosure Letter sets forth a true and complete list, as of “Subsidiary” shall be omittedthe date of this Agreement, of each Subsidiary of the Company, listing for each Subsidiary of the Company, its name, type of entity and the jurisdiction of its organization. All of the outstanding shares of capital stock of, of or other voting securities of, or ownership interests in, each Subsidiary of Parent the Company, is owned by Parentthe Company, directly or indirectly, free and clear of any Lien Encumbrance (other than Permitted LiensEncumbrances) and free of any other limitation or transfer restriction (other than transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests) and. As of the date of this Agreement, in the case of shares in Subsidiaries which are incorporated in England and Wales or Scotland, are fully paid and have been validly allotted. There there are no outstanding issued, reserved for issuance or outstanding: (i) securities of Parent the Company or any Subsidiary of Parent its Subsidiaries convertible into into, or exchangeable for for, shares of capital stock of, or other voting securities of, or ownership interests in, any Subsidiary of Parentthe Company, (ii) warrants, calls, options or other rights to acquire from Parent the Company or any Subsidiary of Parentits Subsidiaries, or other obligation obligations of Parent the Company or any Subsidiary of Parent its Subsidiaries to issue, any capital stock of, or other voting securities of, or ownership interests in, or any securities convertible into into, or exchangeable for, any capital stock of, or other voting securities of, or ownership interests in, any Subsidiary of Parentthe Company, or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of, or ownership interests in, any Subsidiary of Parent the Company or (iv) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i), ) through (ii) and (iiiiv) being referred to collectively as the “Parent Company Subsidiary Securities”). There are no outstanding obligations of Parent the Company or any of its Subsidiaries to repurchase, redeem, cancel redeem or otherwise acquire any of the Parent Company Subsidiary Securities or to grant, extend or enter into any such agreements relating to any Company Subsidiary Securities, including any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Subsidiary Securities. No Subsidiary of the Company has any outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) on any matter. No Subsidiary of the Company is a party to any stockholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement relating to any Company Subsidiary Securities or the disposition, voting or dividends with respect to any Company Subsidiary Securities. (c) Section 4.06(c‎Section 3.03(c) of the Parent Company Disclosure Schedule Letter sets forth all Subsidiaries of Parent (other than any member a true, correct and complete list, as of the UKTV Group) engaged in the business date of producingthis Agreement, commissioning and/or supplying television programming and related services to any distribution platform within the United Kingdom. (d) Section 4.06(d) of each other corporation, partnership, limited liability company or other Person that is not a Subsidiary of the Parent Disclosure Schedule sets forth Company but in which the Company, directly or indirectly, holds an equity interest (each such Person, a “Joint Venture Entity” and each such interest, a “JV Interest”), and the (i) the name of (A) each Person (other than any Subsidiary of Parent and Front Row Limited) in which Parent and/or any of its Subsidiaries, on the one hand, and any other Person, on the other hand, own any equity, ownership, profit, voting or other interest, in each case, that is material, and (B) each member of the UKTV Group (each Person referred to this clause (i), a “Parent Joint Venture Entity”)name, (ii) type of entity, (iii) the jurisdiction of its organization, (iv) the Joint Venture Entity’s authorized capital stock or other securities and the type of its issued and outstanding capital stock or other securities, (v) the number and percentage of shares of capital stock of, or other voting securities or ownership interests in, each Parent Joint Venture Entity (collectively, the “Parent Joint Venture Securities”) JV Interests held by Parentthe Company, directly or indirectly, and the Company or the applicable Subsidiary of the Company that holds such JV Interests, (iiivi) for to the Knowledge of the Company, the name of the other Persons owning interests in, or engaged in the business of, the Joint Venture Entity with the Company, and (vii) to the Knowledge of the Company, the number and percentage of the capital stock or other securities held by each Parent other Person owning securities in the Joint Venture Entity, the outstanding Parent Joint Venture Securities in such entity. Except as provided in the Parent Joint Venture Agreements, all of the Parent Joint Venture Securities owned by ParentAll JV Interests are owned, directly or indirectly, are owned by the Company, free and clear of any Lien all Encumbrances (other than Permitted LiensEncumbrances) and free of any other limitation or transfer restriction (including any restriction on other than transfer restrictions of general applicability as may be provided under the right to vote, sell or otherwise dispose of such capital stock Securities Act or other voting applicable securities or ownership interestsLaws). Parent has made available to All outstanding JV Interests held by the Company true or any Subsidiaries of the Company have been duly authorized and complete copies validly issued and are fully paid, nonassessable (if applicable) and are not subject to and were not issued in violation of all Parent Joint Venture Agreements prior any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights. None of the Company or any Subsidiary of the Company is a party to the Original Merger Agreement Date to which Parent any stockholders’ agreement, voting trust agreement, registration rights agreement or its Subsidiaries are a party. For purposes of this Agreement, a “Parent Joint Venture Agreement” is any partnership, joint venture, shareholder or a other similar agreement providing for the sharing of or understanding relating to any profits, losses JV Interest or liabilities, including each any other agreement relating to the formationdisposition, creation, equity voting or other ownership interests, operation, management or control of dividends with respect to any Parent JV Interest (except for the Joint Venture Entity (which term shall be interpreted for this purpose only without the materiality qualifier in clause (A) thereof) Agreement and the rights or obligations any organizational documents of any Person owning any Parent a Joint Venture Securities (including all certificates of incorporation, bylaws, partnership agreements and operating agreementsEntity).