Common use of Subsidiary Shares Clause in Contracts

Subsidiary Shares. The Company is the direct or indirect owner of all of the issued and outstanding shares in the capital of each Subsidiary, free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances set forth in Schedule 2.2 of the Company Disclosure Letter, and all such shares are duly authorized, validly issued, fully paid and nonassessable and are not subject to any preemptive right or right of first refusal created by the articles and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued shares in the capital or other securities in the capital of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Person, other than the Subsidiaries listed in Schedule 2.2 of the Company Disclosure Letter.