Common use of Company Subsidiaries Clause in Contracts

Company Subsidiaries. Section 2.6 of the Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of which the Company owns, directly or indirectly, more than fifty percent (50%) of the securities or other interests entitled to vote on the election of the members of the board of directors or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, a “Subsidiary”). Each Subsidiary is a corporation, limited liability company or similar legal entity duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of the jurisdiction of its incorporation or organization. Each Subsidiary has the corporate power to own or lease its assets and properties and to carry on its business as currently conducted. Each Subsidiary is duly qualified or licensed (to the extent such concepts are applicable) to do business and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications or licenses necessary, except where the failure to be so qualified or licensed would not be material to the Company or its Subsidiaries, taken as a whole. All of the outstanding shares or other equity interests of each Subsidiary are owned of record and beneficially by the Company or a wholly owned Subsidiary of the Company. Section 2.6 of the Disclosure Schedule lists the holders of all of the outstanding shares or other equity interests of each Subsidiary. All outstanding shares or other equity interests of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, any charter documents, bylaws or similar organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, and are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other Person. There are no options, warrants, calls, puts, subscription rights, preemptive rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating such Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests of any Subsidiary. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries or any bonds, debentures, notes or other indebtedness of any Subsidiary having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entity.

Company Subsidiaries. (a) Section 2.6 2.6(a) of the Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of which the Company owns, directly or indirectly, more than fifty percent (50%) Subsidiary of the securities or other interests entitled to vote on the election of the members of the board of directors or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, a “Subsidiary”)Company. Each Subsidiary of the Company is a corporation, limited liability company or similar legal an entity duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of the jurisdiction of its incorporation or organization (or in the event good standing is not an applicable concept in such jurisdiction, no proceedings have been initiated for the dissolution of such Subsidiary under the laws of its jurisdiction of incorporation or organization). Each Subsidiary of the Company has the corporate power to own or lease its assets and properties and to carry on its business as currently conducted. Each Subsidiary of the Company is duly qualified or licensed (to the extent such concepts are applicable) to do business and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications or licenses necessary, except where the failure to be so qualified or licensed would not be material to the Company or and its Subsidiaries, taken as a whole. A true, correct and complete copy of the charter documents and bylaws or other organizational documents of each Subsidiary of the Company, each as amended to date and in full force and effect on the Agreement Date, has been Made Available. All of the outstanding shares or other equity interests of each Subsidiary of the Company are owned of record and beneficially by the Company or a wholly owned Subsidiary of the Company. Section 2.6 of the Disclosure Schedule lists the holders of all All of the outstanding shares or other equity interests of each Subsidiary. All outstanding shares or other equity interests Subsidiary of each Subsidiary the Company are duly authorized, validly issued, fully paid and non-assessable non‑assessable and not subject to preemptive rights created by statute, any the charter documents, documents or bylaws or similar other organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, and are free . No Subsidiary of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor is subject to any of bankruptcy or insolvency proceedings or is or likely to become unable to pay its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other Persondue debts upon their maturity. There are no options, warrants, calls, puts, subscription rights, preemptive rights, commitments or agreements of any character, written or oral, to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound obligating such Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests of any Subsidiary. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries or any bonds, debentures, notes or other indebtedness of any Subsidiary having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entity.any

Company Subsidiaries. Section 2.6 3.4 of the Disclosure Schedule lists Schedules sets forth each corporationof the Company Subsidiaries, limited liability companythe Business conducted by the Company Subsidiary, partnershipand the applicable state of formation. Except as shown on Section 3.4 of the Disclosure Schedule, association, joint venture or other business entity of which the no Company owns, directly or indirectly, more than fifty percent (50%) of the securities or other any ownership interests entitled to vote on the election of the members of the board of directors or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, a “Subsidiary”)Person or business. Each Company Subsidiary is a corporation, limited liability company or similar legal entity duly organizedformed, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws Laws of the jurisdiction state of its incorporation or organization. Each Subsidiary formation, and has the full corporate power and authority to own own, operate or lease its the properties and assets and properties now owned, operated or leased by it and to carry on its business Business as it has been and is currently conducted. Each Section 3.4 of the Disclosure Schedules sets forth each jurisdiction in which each Company Subsidiary is licensed or qualified to do business, and each Company Subsidiary is duly licensed or qualified or licensed (to the extent such concepts are applicable) to do business and is in good standing in each jurisdiction in which the character properties owned or location leased by it or the operation of its assets Business as currently conducted makes such licensing or properties (whether ownedqualification necessary. Seller, leased directly or licensed) or indirectly through each of the nature Companies, is the record owners of its business make such qualifications or licenses necessary, except where the failure to be so qualified or licensed would not be material and has good and valid title to the Company or its Subsidiaries, taken as a whole. All of the outstanding shares or other equity ownership interests of each Subsidiary are owned of record Company Subsidiary, free and beneficially by the Company or a wholly owned Subsidiary of the Company. Section 2.6 of the Disclosure Schedule lists the holders clear of all of the outstanding shares or other equity interests of each Subsidiary. All outstanding shares or other equity interests of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, any charter documents, bylaws or similar organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, and are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other PersonEncumbrances. There are no outstanding or authorized options, warrants, calls, puts, subscription convertible securities or other rights, preemptive rightsagreements, arrangements or commitments or agreements of any character, written or oral, character relating to which any Subsidiary is a party or by which ownership interests in any Subsidiary is bound obligating such Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Company Subsidiary or obligating such Seller, any Company or any Company Subsidiary to grantissue or sell any of its ownership interests in the Subsidiaries. Other than the respective Formation Documents of the Subsidiaries, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There there are no Contracts voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the capital stock ownership interests in the Subsidiaries. All corporate actions required to be taken by each Company Subsidiary in connection with this Agreement and the other Transaction Documents have been or other equity interests of any Subsidiarywill be duly authorized on or before the Closing. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Complete and correct copies of the Subsidiaries Formation Documents, including the limited liability company or any bondsoperating agreement, debentures, notes or other indebtedness of any each Company Subsidiary having the right have been made available to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entityBuyer.

Company Subsidiaries. Section 2.6 Each Subsidiary of the Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of which the Company owns, directly or indirectly, more than fifty percent (50%) of the securities or other interests entitled to vote on the election of the members of the board of directors or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, a “Company Subsidiary”). Each Subsidiary , and collectively, the “Company Subsidiaries” and, together with the Company, the “Company Entities”) is a corporation, corporation duly incorporated or a limited liability company company, partnership or similar legal other entity duly organized, organized or formed and is validly existing and in good standing (or in compliance accordance with any comparable concept in the applicable jurisdiction) under the laws Laws of the jurisdiction of its incorporation incorporation, formation or organization, as the case may be. Section 3.2 of the Company Disclosure Letter lists all of the Company Subsidiaries other than immaterial Company Subsidiaries as of the date hereof, including (a) each such Company Subsidiary’s jurisdiction of incorporation, formation or organization, (b) the type and, if applicable, class of all outstanding Equity Securities in each Company Subsidiary and (c) the record owner of all outstanding Equity Securities in each Company Subsidiary. Each Company Subsidiary has (i) the requisite corporate or other entity power and authority, as the case may be, to own or own, lease and operate its assets and properties and to carry on its business as currently conducted. Each Subsidiary conducted and (ii) is duly qualified or licensed (to the extent such concepts are applicable) to do business and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make or the ownership, leasing or operation of its assets makes such qualifications qualification or licenses licensing necessary, except where the failure to have such power and authority or to be so qualified or licensed would not reasonably be material expected to have, individually or in the aggregate, a Company or its Subsidiaries, taken as a wholeMaterial Adverse Effect. All The Company has made available to Parent true and complete copies of the outstanding shares or other equity interests Constituent Documents that are in effect on the date hereof of each Subsidiary are owned of record and beneficially by the Company or a wholly owned Subsidiary of the Company. ’s “significant subsidiaries” (as such term is defined in Section 2.6 1.02 of Regulation S-X under the Disclosure Schedule lists the holders of all of the outstanding shares or other equity interests of each Subsidiary. All outstanding shares or other equity interests of each Subsidiary Exchange Act) and such “significant subsidiaries” are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, any charter documents, bylaws or similar organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, and are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other Person. There are no options, warrants, calls, puts, subscription rights, preemptive rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating such Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer violation of any of the capital stock or other equity interests of their respective Constituent Documents in any Subsidiary. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries or any bonds, debentures, notes or other indebtedness of any Subsidiary having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entitymaterial respect.

Company Subsidiaries. (a) Section 2.6 3.6 of the Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of which the Company ownsowns or has owned, directly or indirectly, more than fifty percent (50%) % of the securities stock or other interests equity interest entitled to vote on the election of the members of the board of directors or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, a “Subsidiary”). Each current Subsidiary is a corporation, limited liability company or similar legal entity corporation duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of the jurisdiction of its incorporation or organization. Each current Subsidiary has the corporate power to own or lease its assets and properties and to carry on its business as currently conducted and as currently contemplated to be conducted. Each current Subsidiary is duly qualified or licensed (to the extent such concepts are applicable) to do business and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications or licenses necessary. A true, except where correct and complete copy of each current Subsidiary’s charter documents and bylaws, each as amended to date and in full force and effect on the failure to be so qualified or licensed would not be material to the Company or its Subsidiariesdate of this Agreement, taken as a wholehas been Made Available. All of the outstanding shares or other equity interests of each Subsidiary are or were owned of record and beneficially by the Company or a wholly owned Subsidiary of the Company. Section 2.6 of the Disclosure Schedule lists the holders of all of the outstanding shares or other equity interests of each Subsidiary. All outstanding shares or other equity interests of each current Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, any the charter documents, documents or bylaws or similar organizational documents of such Subsidiary, or any agreement Contract to which such current Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, and are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other PersonLaws. There are no options, warrants, calls, puts, subscription rights, preemptive rights, commitments or agreements Contracts of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating such the Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment right or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests of any SubsidiaryContract. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries or any bonds, debentures, notes or other indebtedness Subsidiaries. Section 3.6(a) of any the Disclosure Schedule lists the directors and officers of each Subsidiary having as of the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder date of such Subsidiary may vote. Neither the Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entitythis Agreement.

Company Subsidiaries. Section 2.6 The Company has disclosed in Exhibit 21.1 to its Annual Report on Form 10-K for the year ended December 31, 2004 (including the other documents incorporated by reference therein, the “2004 Annual Report”) all of the Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture Company Subsidiaries (as defined below) as of the date of this Agreement. The Company or other business entity one of which the Company owns, directly or indirectly, more than fifty percent (50%) Subsidiaries owns all of the issued and outstanding shares of capital stock of each Company Subsidiary. No equity securities or other interests entitled to vote on the election of the members of the board of directors or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, a “Subsidiary”). Each Company Subsidiary is a corporation, limited liability company are or similar legal entity duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of the jurisdiction of its incorporation or organization. Each Subsidiary has the corporate power to own or lease its assets and properties and to carry on its business as currently conducted. Each Subsidiary is duly qualified or licensed (to the extent such concepts are applicable) to do business and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications or licenses necessary, except where the failure may become required to be so qualified or licensed would not be material issued (other than to the Company or another Company Subsidiary) by reason of any rights, agreements, arrangements or commitments of any character and there are no contracts by which any Company Subsidiary is bound to issue (other than to the Company or another Company Subsidiary) additional shares of its Subsidiaries, taken as a wholecapital stock or rights or by which the Company or any Company Subsidiary is or may be bound to transfer any shares of the capital stock of any Company Subsidiary (other than to the Company or another Company Subsidiary). There are no contracts relating to the rights of the Company or any Company Subsidiary to vote or to dispose of any shares of the capital stock of any Company Subsidiary. All of the outstanding shares or other equity interests of capital stock of each Company Subsidiary are owned of record and beneficially held by the Company or a wholly owned Subsidiary of the Company. Section 2.6 of the Disclosure Schedule lists the holders of all of the outstanding shares or other equity interests of each Subsidiary. All outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and the issuance of the foregoing has not subject to been made in violation of any preemptive rights created by statute, any charter documents, bylaws or similar organizational documents in favor of such Subsidiary, or any agreement to others under the applicable corporation law of the jurisdiction in which such Company Subsidiary is incorporated or organized and are owned by the Company or the Company Subsidiary free and clear of any lien. Each Company Subsidiary is a party or by corporation and is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is boundincorporated or organized, and have been issued in compliance with all applicable Legal Requirementshas the corporate power and authority necessary for it to own, charter documents, bylaws, equityholder agreements and/or other similar organizational documentslease, and are free of any other restriction (including any restriction operate its assets and to carry on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s its business as presently now conducted. Neither Each Company Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the Company nor any States of the United States and foreign jurisdictions where the character of its Subsidiaries owns assets or holds the right to acquire any stock, partnership interest nature or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other Person. There are no options, warrants, calls, puts, subscription rights, preemptive rights, commitments or agreements conduct of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating such Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause its business requires it to be issuedso qualified or licensed, deliveredexcept for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, transferredindividually or in the aggregate, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests of any Subsidiary. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries or any bonds, debentures, notes or other indebtedness of any Subsidiary having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the a Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entityMaterial Adverse Effect.

Company Subsidiaries. Section 2.6 Schedule 3.4 of the Company Disclosure Schedule lists sets forth a list of each corporationCompany Subsidiary; its authorized, limited liability company, partnership, association, joint venture issued and outstanding capital stock or other business entity equity interests; the percentage of which such capital stock or other equity interests owned by the Company ownsor any Company Subsidiary, directly or indirectly, more than fifty percent (50%) and the identity of such owner; the securities capital stock reserved for future issuance pursuant to outstanding options or other interests entitled agreements; and the identity of all parties to vote on the election of the members of the board of directors any such option or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, a “Subsidiary”)other agreement. Each Subsidiary of the Company is a corporation, limited liability company corporation or similar legal entity partnership duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of the its jurisdiction of its incorporation or organization. Each Subsidiary of the Company has the all requisite corporate power to own or lease its assets and properties and authority to carry on its business as currently it is now being conducted. Each Subsidiary of the Company is duly qualified as a foreign corporation or licensed (to the extent such concepts are applicable) organization authorized to do business business, and is in good standing standing, in each jurisdiction in which where the character or location of its assets properties owned or properties (whether owned, leased or licensed) held under lease or the nature of its business make activities makes such qualifications or licenses qualification necessary, except where the failure to be so qualified or licensed would not be material to the Company or its Subsidiaries, taken as a whole. All of the outstanding shares of capital stock or other equity ownership interests in each of each Subsidiary the Company's Subsidiaries have been validly issued, and are fully paid, nonassessable and are owned of record and beneficially by the Company or a wholly owned another Subsidiary of the Company. Section 2.6 of the Disclosure Schedule lists the holders Company free and clear of all of the outstanding shares or other equity pledges, claims, options, liens, charges, encumbrances and security interests of each Subsidiary. All outstanding shares any kind or other equity interests of each Subsidiary nature whatsoever (collectively, ALiens"), and are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, any charter documents, such Subsidiary's articles of incorporation or bylaws or similar equivalent organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is boundparty. As used in this Agreement, and have been issued in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, and are free a ASubsidiary" of any person means another person, an amount of the voting securities, other restriction (including any restriction on the right voting ownership or voting partnership interests of which is sufficient to vote, sell or otherwise dispose elect at least a majority of such capital stock its board of directors or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stockgoverning body (or, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other Person. There if there are no optionssuch voting interests, warrants, calls, puts, subscription rights, preemptive rights, commitments 50% or agreements of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating such Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares more of the capital stock equity interests) and of which is owned directly or other equity interests of indirectly by such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests of any Subsidiary. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries or any bonds, debentures, notes or other indebtedness of any Subsidiary having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entityperson.

Company Subsidiaries. Section 2.6 Part 3.1 of the Company Disclosure Schedule lists all Subsidiaries of Company (each, a “Company Subsidiary”) and indicates as to each corporation, limited liability company, partnership, association, joint venture or other business the type of entity and its jurisdiction of which the organization. Company owns, directly or indirectlyindirectly through one or more Company Subsidiaries, more than fifty percent (50%) all of the issued and outstanding capital stock of each Company Subsidiary and there are no options, warrants, calls, rights, securities or other interests entitled to vote on the election of the members of the board of directors or similar governing body or otherwise has the power to direct the business and policies agreements of any character by which Company or any Company Subsidiary is bound, obligating Company or any Company Subsidiary to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the foregoing Persons (each, a “capital stock of any Company Subsidiary”). Each Company Subsidiary is a corporation, limited liability company corporation or similar legal entity other Entity duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws Laws of the its jurisdiction of its incorporation or organization. Each Subsidiary has the , with full corporate power or other Entity authority to own or lease its assets and properties and to carry on its business as currently conducted. Each Subsidiary now being conducted and is duly authorized and qualified or licensed (to the extent such concepts are applicable) to do business and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications or licenses necessary, except where the failure to be so qualified or licensed and in good standing would not reasonably be material expected to the have a Material Adverse Effect on such Company or its Subsidiaries, taken as Subsidiary. Company has made available to Parent a whole. All true and correct copy of the outstanding shares Certificate of Incorporation and the Bylaws or other equity interests organizational documents, as applicable, of each Company Subsidiary, each as amended to date (collectively, the “Subsidiary are owned Organizational Documents”). No Company Subsidiary is in violation of record and beneficially by the Company or a wholly owned Subsidiary any of the Companyprovisions of its Subsidiary Organizational Documents. Section 2.6 of At the Disclosure Schedule lists the holders of Effective Time, Company will own all of the issued and outstanding shares or other equity interests of each Subsidiary. All outstanding shares or other equity interests of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, any charter documents, bylaws or similar organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, and are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other Person. There are VHS and there will be no options, warrants, calls, puts, subscription rights, preemptive rights, commitments securities or agreements of any character, written or oral, to which any Subsidiary is a party or character by which any Subsidiary Company or VHS is bound bound, obligating such Subsidiary Company or VHS to issue, deliver, transfer, sell, repurchase or redeem, redeem or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests of any Subsidiary. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries or any bonds, debentures, notes or other indebtedness of any Subsidiary having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entityVHS.

Company Subsidiaries. (a) Section 2.6 3.6 of the Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of which the Company owns, directly or indirectly, more than fifty percent (50%) % of the securities stock or other interests equity interest entitled to vote on the election of the members of the board of directors or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, a “Subsidiary”). Each Subsidiary is a corporation, limited liability company or similar legal entity corporation duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of the jurisdiction of its incorporation or organization. Each Subsidiary has the corporate power to own or lease its assets and properties and to carry on its business as currently conducted. Each Subsidiary is duly qualified or licensed (to the extent such concepts are applicable) to do business and is in good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications or licenses necessary, except where the failure to be so qualified and in good standing, individually or licensed in the aggregate, would not be material to the Company or its SubsidiariesCompany. A true, taken correct and complete copy of each Subsidiary’s charter documents and bylaws, each as a wholeamended to date and in full force and effect on the date of this Agreement, has been Made Available. All of the outstanding shares or other equity interests of each Subsidiary are owned of record and beneficially by the Company or a wholly owned Subsidiary of the Company. Section 2.6 of the Disclosure Schedule lists the holders of all of the outstanding shares or other equity interests of each Subsidiary. All outstanding shares or other equity interests of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statuteLaw, any the charter documents, documents or bylaws or similar organizational documents of such Subsidiary, or any agreement Contract to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, and are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other PersonLaws. There are no options, warrants, calls, puts, subscription rights, preemptive rights, commitments or agreements Contracts of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating such the Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment right or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests of any SubsidiaryContract. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries or any bonds, debentures, notes or other indebtedness Subsidiaries. Section 3.6(a) of any the Disclosure Schedule lists the current directors and officers of each Subsidiary having as of the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder date of such Subsidiary may vote. Neither the Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entitythis Agreement.

Company Subsidiaries. Section 2.6 4.2 of the Company Disclosure Schedule Letter lists each corporationof the Company’s direct and indirect Subsidiaries, limited liability companytogether with their jurisdiction of incorporation or organization, partnershipas applicable, association, joint venture or all jurisdictions in which they are so qualified to conduct business and all names other business entity than their legal names under which they do business. Except as set forth on Section 4.2 of which the Company ownsDisclosure Letter, the Company does not, and has never, directly or indirectly, more than fifty percent (50%) of the securities indirectly own or hold any equity or other interests entitled to vote on the election of the members of the board of directors securities (whether equity or debt), interests, investments, participations, options, warrants or similar governing body rights in any Person (including securities convertible into or otherwise has the power to direct the business and policies of exchangeable for interests in any of the foregoing Persons (each, a “Subsidiary”other Person). Each Subsidiary of the Company’s Subsidiaries is a corporation, limited liability company duly incorporated or similar legal entity duly organizedorganized (as applicable), validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws Laws of the jurisdiction of its incorporation or organization. Each Subsidiary organization (as applicable) and, except as would not be material to such Subsidiary, has the corporate all requisite power and authority to own or own, lease and operate its assets assets, rights and properties and to carry on its business as currently it is now being conducted. Each Subsidiary of the Company’s Subsidiaries is duly licensed, qualified or licensed (to the extent such concepts are applicable) to do business and is in good standing in each jurisdiction in which the character or location ownership of its property or assets or properties (whether owned, leased or licensed) or the nature character of its business make such qualifications activities requires it to be so licensed, qualified or licenses necessaryin good standing, except where the failure to be so licensed or qualified or licensed in good standing would not not, individually or in the aggregate, reasonably be expected to be material to such Subsidiary. Complete and correct copies of the Governance Documents (or other comparable instruments relating to governance with different names) of each of the Company’s Subsidiaries as amended and currently in effect, have been made available to Parent or its representatives. None of the Company’s Subsidiaries is in violation in any material respect of its Governance Documents. Section 4.2 of the Company Disclosure Letter lists all of the issued and outstanding, or its served for issuance, shares, securities, options, warrants, participations, purchase rights, conversion rights, exchange rights, interest (whether equity or debt) or other similar rights of each of the Company’s Subsidiaries, taken as a whole. All all of the outstanding shares or other equity interests of each Subsidiary which (i) are owned of record held and beneficially owned by the Company or a wholly owned Subsidiary of the Company. Section 2.6 of the Disclosure Schedule lists the holders free and clear of all of the outstanding shares or Liens (other equity interests of each Subsidiary. All outstanding shares or other equity interests of each Subsidiary than Liens arising pursuant to applicable securities laws), (ii) have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and non-assessable and nonassessable, (iii) have not subject to been issued in violation of any preemptive rights created by statute, any charter documents, bylaws or similar organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is boundrights, and (iv) have been issued in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, Law and are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation Governance Documents of such Subsidiary’s business as presently conducted. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other Person. There are no options, warrants, calls, puts, subscription rights, preemptive rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating such Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests of any Subsidiary. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries or any bonds, debentures, notes or other indebtedness of any Subsidiary having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entity.

Company Subsidiaries. Section 2.6 Schedule 3.1(b) of the Disclosure Schedule lists Letter of such Company sets forth each corporationSubsidiary of such Company and its respective jurisdiction of formation, limited liability companyeach owner and the respective amount of such owner’s equity interest in such Subsidiary, partnershipand a list of each jurisdiction in which such Subsidiary is qualified or licensed to do business and each assumed name under which such Subsidiary conducts business in any jurisdiction. All the outstanding shares of capital stock of each Subsidiary of such Company that is a corporation have been duly authorized and validly issued, associationare fully paid and nonassessable and are owned by such Company, joint venture by another Subsidiary of such Company or by such Company and another Subsidiary of such Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) and free of any preemptive rights or any other business entity of which limitation or restriction (including any limitation or restriction on the Company ownsright to vote, directly sell, transfer, register or indirectly, more than fifty percent (50%) otherwise dispose of the securities or other shares), and all equity interests entitled to vote on the election in each Subsidiary of the members of the board of directors or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, a “Subsidiary”). Each Subsidiary such Company that is a corporationpartnership, limited liability company or similar legal entity business trust are owned by such Company, by another Subsidiary of such Company, or by such Company and another Subsidiary of such Company, free and clear of all Liens and free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer, register or otherwise dispose of the equity interests). There are no outstanding options, warrants or other rights to acquire ownership interests of or from any Subsidiary of such Company. Each Subsidiary of such Company that is a corporation is duly organizedincorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as now being conducted and each Subsidiary of such Company that is a partnership, limited liability company or business trust is duly organized and validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of the its jurisdiction of its incorporation or organization. Each Subsidiary organization and has the corporate requisite power to own or lease its assets and properties and authority to carry on its business as currently now being conducted. Each Subsidiary of such Company is duly qualified or licensed (to the extent such concepts are applicable) to do business and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make or the ownership, operation or leasing of its properties makes such qualifications qualification, licensing or licenses good standing necessary, except other than in such jurisdictions where the failure to be so qualified qualified, licensed or licensed in good standing, individually or in the aggregate, would not be material to have a Material Adverse Effect on such Company. Except for interests in the Subsidiaries of such Company or its Subsidiariesand investments in short-term investment securities, taken as a whole. All of the outstanding shares or other equity interests of each Subsidiary are owned of record and beneficially by the neither such Company or a wholly owned nor any Subsidiary of the Company. Section 2.6 of the Disclosure Schedule lists the holders of all of the outstanding shares such Company owns directly or other equity interests of each Subsidiary. All outstanding shares or other equity interests of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, indirectly any charter documents, bylaws or similar organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, and are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other interest (equity or voting interestdebt) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other Person. There are no options, warrants, calls, puts, subscription rights, preemptive rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating such Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests of any Subsidiary. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries or any bonds, debentures, notes or other indebtedness of any Subsidiary having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entity.

Company Subsidiaries. (a) (i) Section 2.6 2.6(a) of the Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity Subsidiary of which the Company owns, directly along with its jurisdiction of incorporation or indirectly, more than fifty percent (50%) of the securities or other interests entitled to vote on the election of the members of the board of directors or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, a “Subsidiary”)organization. Each Subsidiary of the Company is a corporation, limited liability company or similar legal an entity duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of the jurisdiction of its incorporation or organization (or in the event good standing is not an applicable concept in such jurisdiction, no proceedings have been initiated for the dissolution of such Subsidiary under the laws of its jurisdiction of incorporation or organization). Each Subsidiary of the Company has the corporate power to own or lease its assets and properties and to carry on its business as currently conducted, except where the failure to have such power would not be material to such Subsidiary. Each Subsidiary of the Company is duly qualified or licensed (to the extent such concepts are applicable) to do business and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications or licenses necessary, necessary to the such Subsidiary’s business as currently conducted except where the failure to be so qualified or licensed would not be material to the Company or its Subsidiaries, taken as a wholesuch Subsidiary. All of the outstanding shares or other equity interests of each Subsidiary of the Company are owned of record and beneficially by the Company or a wholly owned Subsidiary of the Company. Section 2.6 of the Disclosure Schedule lists the holders of all All of the outstanding shares or other equity interests of each Subsidiary. All outstanding shares or other equity interests Subsidiary of each Subsidiary the Company are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, any the charter documents, documents or bylaws or similar other organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, and are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other Person. There are no options, warrants, calls, puts, subscription rights, preemptive rights, commitments or agreements of any character, written or oral, to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound obligating such Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests of any Subsidiary. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Subsidiary of the Subsidiaries or any bonds, debentures, notes or other indebtedness of any Subsidiary having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entityCompany.

Company Subsidiaries. Section 2.6 3.04 of the Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity sets forth the authorized and outstanding capital stock of which the Company owns, directly or indirectly, more than fifty percent (50%) of the securities or other interests entitled to vote on the election of the members of the board of directors or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, a “Subsidiary”)Subsidiaries. Each Subsidiary is a corporation, limited liability company or similar legal entity duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of the jurisdiction of its incorporation or organization. Each Subsidiary has the corporate power to own or lease its assets and properties and to carry on its business as currently conducted. Each Subsidiary is duly qualified or licensed (to the extent such concepts are applicable) to do business and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications or licenses necessary, except where the failure to be so qualified or licensed would not be material to the The Company or its Subsidiaries, taken as a whole. All owns all of the outstanding shares or other equity interests capital stock of each of the Company Subsidiaries which, in the case of Meeting Maker Limited, consists of 100 ordinary shares (resulting from a 100-for-1 split prior to Closing in the one ordinary share of Meeting Maker Limited outstanding prior to such split). The shares of each Company Subsidiary have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by the Company, free and clear of all Encumbrances. The Shares of each Company or a wholly owned Subsidiary were issued in compliance with applicable Laws. None of the Company. Section 2.6 shares of the Disclosure Schedule lists the holders Company Subsidiaries were issued in violation of all any agreement, arrangement or commitment to which any of the outstanding shares Company Subsidiaries, the Seller or other equity interests of each Subsidiary. All outstanding shares or other equity interests of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, any charter documents, bylaws or similar organizational documents of such Subsidiary, or any agreement to which such Subsidiary the Company is a party or by which it is bound, and have been issued subject to or in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, and are free violation of any other restriction (including preemptive or similar rights of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other Person. There are no outstanding or authorized options, warrants, calls, puts, subscription convertible securities or other rights, preemptive rightsagreements, arrangements or commitments or agreements of any charactercharacter relating to the capital stock of either of the Company Subsidiaries or obligating either of the Company Subsidiaries, written the Seller or oral, the Company to which any Subsidiary is a party issue or by which any Subsidiary is bound obligating such Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, sell any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change or any other interest in, either of the price ofCompany Subsidiaries. Neither of the Company Subsidiaries has outstanding or authorized any stock appreciation, otherwise amend phantom stock, profit participation or enter into any such option, warrant, call right, commitment or agreementsimilar rights. There are no Contracts voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests shares of any Subsidiary. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any either of the Subsidiaries or any bonds, debentures, notes or other indebtedness Company Subsidiaries. Each of any Subsidiary having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the Company nor any Subsidiaries is a private limited company duly organized, validly existing and in good standing under the Laws of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any PersonEngland and Wales. Neither Each of the Company nor any of Subsidiaries has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entitybusiness as it has been and is currently conducted.

Company Subsidiaries. (a) Section 2.6 2.6(a) of the Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of which the Company owns, directly or indirectly, more than fifty percent (50%) Subsidiary of the securities or other interests entitled to vote on the election of the members of the board of directors or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, a “Subsidiary”)Company. Each Subsidiary of the Company is a corporation, limited liability company or similar legal an entity duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of the jurisdiction of its incorporation or organization (or in the event good standing is not an applicable concept in such jurisdiction, no proceedings have been initiated for the dissolution of such Subsidiary under the laws of its jurisdiction of incorporation or organization). Each Subsidiary of the Company has the corporate power to own or lease its assets and properties and to carry on its business as currently conducted. Each Subsidiary of the Company is duly qualified or licensed (to the extent such concepts are applicable) to do business and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications qualification or licenses necessary, license necessary to the Company’s business as currently conducted except where the failure to be so qualified and licensed to do business and in good standing, individually or licensed in the aggregate with any such other failures, would not reasonably be material expected to result in a Company Material Adverse Effect to the Company Company. A true, correct and complete copy of the charter documents and bylaws or its Subsidiariesother organizational documents of each Subsidiary of the Company, taken each as a wholeamended to date and in full force and effect on the date hereof, has been Made Available. All of the outstanding shares or other equity interests of each Subsidiary of the Company are owned of record and beneficially by the Company or a wholly owned Subsidiary of the Company. Section 2.6 of the Disclosure Schedule lists the holders of all All of the outstanding shares or other equity interests of each Subsidiary. All outstanding shares or other equity interests Subsidiary of each Subsidiary the Company are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, any the charter documents, documents or bylaws or similar other organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, and are free . No Subsidiary of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor is threatened with or subject to any of bankruptcy or insolvency proceedings or is or likely to become unable to pay its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other Persondue debts upon their maturity. There are no options, warrants, calls, puts, subscription rights, preemptive rights, commitments or agreements of any character, written or oral, to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound obligating such Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests of any Subsidiary. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Subsidiary of the Subsidiaries or any bondsCompany. Section 2.6(a) of the Disclosure Schedule lists the directors and officers and other equity interest holders, debenturesif applicable, notes or other indebtedness of any each Subsidiary having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the Company nor any as of its the date of this Agreement. Any Subsidiaries have made or that are obligated to make any future investment in or capital contribution to any Person. Neither not wholly owned by the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entitycontrolled by the Company and consolidated with the Company in the Financials.

Company Subsidiaries. (a) Section 2.6 2.6(a) of the Disclosure Schedule lists sets forth the name, jurisdiction of incorporation and capitalization of each Subsidiary of the Company and the jurisdictions in which each such Subsidiary is qualified to do business. Except as set forth in Section 2.6(a) of the Disclosure Schedule, the Company does not own directly or indirectly any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, limited liability company, partnershipjoint venture, associationtrust, joint venture association or other business entity of which the Company owns, directly organization or indirectly, more than fifty percent (50%) of the securities or other interests entitled to vote on the election of the members of the board of directors or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, a “Subsidiary”)entity. Each Subsidiary of the Company is a corporation, limited liability company or similar legal entity corporation duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of the jurisdiction state of its incorporation or organizationincorporation. Each Subsidiary has of the corporate power to own or lease its assets and properties and to carry on its business as currently conducted. Each Subsidiary Company is duly qualified or licensed (as a foreign corporation to the extent such concepts are applicable) to do conduct business and is in good standing in under the laws of each jurisdiction listed under its name in Section 2.6(a) of the Disclosure Schedule, which the character or location of its assets or properties (whether owned, leased or licensed) or jurisdictions collectively constitute every jurisdiction where the nature of such Subsidiary's business or the ownership or leasing of its business make properties requires such qualifications qualification or licenses necessarylicensing, except other than those jurisdictions where the failure to be so qualified or licensed would not not, individually or in the aggregate, be material to the Company. Each Subsidiary of the Company or has all requisite corporate power and authority to carry on its Subsidiariesbusiness as it is now being conducted and as it is presently proposed to be conducted and to own, taken as a wholelease and use the properties owned, leased and used by it. All of the outstanding shares or other equity interests capital stock of each Subsidiary are of the Company is owned of record and beneficially directly or indirectly by the Company or a wholly owned Subsidiary of the Company. Section 2.6 of the Disclosure Schedule lists the holders free and clear of all Security Interests and all material claims or charges of the outstanding shares or other equity interests of each Subsidiary. All outstanding shares or other equity interests of each Subsidiary are duly authorizedany kind, and is validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, any charter documents, bylaws or similar organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is boundnonassessable, and have been issued in compliance with all applicable Legal Requirementsthere are no outstanding options, charter documents, bylaws, equityholder rights or agreements and/or other similar organizational documents, and are free of any other restriction (including kind relating to the issuance, sale or transfer of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other Person. There are no options, warrants, calls, puts, subscription rights, preemptive rights, commitments or agreements securities of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating such Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests of any Subsidiary. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries or any bonds, debentures, notes or other indebtedness of any Subsidiary having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entityperson.