Common use of Equity Interests and Subsidiaries Clause in Contracts

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-assessable and, except as set forth on Schedule 3.06(a), are owned by Holdings or Borrowers, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrowers are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreement, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security Agreement and the second priority security interest securing the Term Loan Indebtedness, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-assessable and, except as set forth on Schedule 3.06(a), are owned by Holdings or Borrowers, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrowers are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreement, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security Agreement and the second first priority security interest securing the Term Loan Revolving Credit Indebtedness, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Borrower (other than immaterial or inactive Subsidiaries designated in paragraph (d) below) and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-assessable assessable, and, except other than the Equity Interests of Borrower or as set forth on Schedule 3.06(a3.07(a), are owned by Holdings or BorrowersBorrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrowers are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security Agreement and the second priority security interest securing the Term Loan IndebtednessAgreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.