Common use of Subsidiary Capitalization Clause in Contracts

Subsidiary Capitalization. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each of the Significant Subsidiaries have been validly issued and are fully paid and non-assessable and are owned directly or indirectly by the Company free and clear of all liens, charges, claims or encumbrances or as imposed by applicable securities laws. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating any Significant Subsidiary of the Company to issue, transfer or sell any shares of its capital stock. There are no proxies outstanding with respect to any shares of capital stock of the Company's Subsidiaries.

Subsidiary Capitalization. Except as set forth in Section ------------------------- 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each of the Significant Subsidiaries have been validly issued and are fully paid and non-assessable and are owned directly or indirectly by the Company free and clear of all liens, charges, claims or encumbrances or as imposed by applicable securities laws. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating any Significant Subsidiary of the Company to issue, transfer or sell any shares of its capital stock. There are no proxies outstanding with respect to any shares of capital stock of the Company's Subsidiaries.

Subsidiary Capitalization. Except as set forth in Section -------------------------- 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each of the Significant Subsidiaries have been validly issued and are fully paid and non-assessable and are owned directly or indirectly by the Company free and clear of all liens, charges, claims or encumbrances or as imposed by applicable securities laws. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating any Significant Subsidiary of the Company to issue, transfer or sell any shares of its capital stock. There are no proxies outstanding with respect to any shares of capital stock of the Company's Subsidiaries.