Common use of Capitalization of Subsidiaries Clause in Contracts

Capitalization of Subsidiaries. (a) Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound.

Capitalization of Subsidiaries. (a) Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the The outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not not, except as set forth on Section 5.7(a) of the Company Disclosure Letter, subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are, except as set forth on Section 5.7(a) of the Company Disclosure Letter, free and clear of any Liens.

Capitalization of Subsidiaries. (a) Except as A list of the names of the Company’s Subsidiaries, including their jurisdiction of organization and the name of any equityholder other than the Company or any Subsidiary of the Company is set forth on Section 3.4(a4.07(a) of the Company Disclosure Letter Letter. The outstanding shares of capital stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens.

Capitalization of Subsidiaries. (a) Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction DocumentsLetter, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound.

Capitalization of Subsidiaries. (a) Except as set forth on Section 3.4(a) The outstanding shares of the Company Disclosure Letter capital stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens or Liens imposed by the Governing Documents of such Subsidiary.

Capitalization of Subsidiaries. (a) Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the The outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and (ii) are, to the extent applicable, fully paid and non-assessable; , (iiiii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, the applicable Subsidiary and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such the applicable Subsidiary is a party or otherwise bound; and , (iiiiv) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such the applicable Subsidiary or any other Contract, in any such case Contract to which each such the applicable Subsidiary is a party or otherwise boundbound and (v) subject to the Governing Documents of the applicable Subsidiary and the Contracts set forth in Section 5.7(a) of the Company Disclosure Letter, are free and clear of any Liens.

Capitalization of Subsidiaries. (a) Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the The outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicableapplicable and where required by applicable Laws, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable LawLaws, including federal and state securities Laws, and all requirements set forth in (1x) the Organizational Documents of each such Subsidiary, and (2y) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) except as set forth on Section 3.4(a) of the Company Disclosure Letter, are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound.

Capitalization of Subsidiaries. (a) Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the The outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and (ii) are, to the extent applicable, fully paid and non-assessable; , (iiiii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, the applicable Subsidiary and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such the applicable Subsidiary is a party or otherwise bound; and , (iiiiv) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such the applicable Subsidiary or any other Contract, in any such case Contract to which each such the applicable Subsidiary is a party or otherwise boundbound and (v) subject to the Governing Documents of the applicable Subsidiary and the Contracts set forth in Section 5.7(a) of the Company Disclosure Letter, are owned of record or beneficially owned by the Company or another direct or indirect wholly owned Subsidiary of the Company free and clear of any Liens (other than Permitted Liens).

Capitalization of Subsidiaries. (a) Except as A list of the names of the Company’s Subsidiaries, including their jurisdiction of organization and the name of any equity holder other than the Company or any Subsidiary of the Company is set forth on in Section 3.4(a4.7(a) of the Company Disclosure Letter Letter. The outstanding shares of capital share or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries Subsidiaries: (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens.

Capitalization of Subsidiaries. (a) Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the The outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, acquired, issued and allotted in compliance with applicable Law, including federal and state securities Laws, corporate Laws, and foreign exchange Laws, and all requirements set forth in (1A) the Organizational Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound.

Capitalization of Subsidiaries. (a) Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the The issued and outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (including, for the avoidance of doubt, those Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter) (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, offered and issued and allotted in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which by such Subsidiary is a party or otherwise boundSubsidiary; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each any such Subsidiary is a party or otherwise bound; and (iv) were issued free and clear of any Liens.

Capitalization of Subsidiaries. (a) Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the The outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicableapplicable and where required by applicable Law, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound.