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 are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings 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 Agreements and Foreign Pledge Agreements, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security Agreements, 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 Subsidiary are duly and validly issued and are fully paid and non-assessable assessable, and all Equity Interests of each Loan Party are owned by Holdings, Intermediate Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings 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 Agreements and Foreign Pledge Agreements, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security Agreements, 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 forth, as of the Closing Date and after giving effect to the Transactions, a list of (i) all the Subsidiaries each Company and their each such Company’s jurisdiction of organization as of the Closing Date incorporation or organization, and (ii) the number of shares of each class of its each Company’s 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 Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Daterights. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrowerassessable, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of the Administrative Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings each Co-Borrower and Subsidiary Guarantor are owned by the Administrative Borrower, directly by Holdingsor indirectly, through Co-Borrowers or Subsidiary Guarantors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest interests created by the Term Loan Security AgreementsDocuments (subject to the Intercreditor Agreement) and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted. As of the Closing Date, and except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) 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 InterestsInterests (or any economic or voting interests therein).