Common use of Capital Stock of the Subsidiaries Clause in Contracts

Capital Stock of the Subsidiaries. All the outstanding shares of capital stock or membership interests of each subsidiary of the Company have been duly and validly authorized and issued and, with respect to each subsidiary that is a corporation, are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus (or as represented by minority interests as disclosed in the financial statements incorporated by reference therein), all outstanding shares of capital stock, membership interests or other equity interests of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances (other than, in the case of certain non-U.S. subsidiaries, director qualifying shares which individually and in the aggregate represent an immaterial ownership interest in such subsidiaries). The Subsidiary is the only subsidiary that is a Significant Subsidiary (as such term is defined by Rule 405) of the Company.