Common use of Subsidiaries and Equity Investments Clause in Contracts

Subsidiaries and Equity Investments. As of the date hereof, except as set forth on Schedule 3.7 of the Company Disclosure Schedule, the Company and its Subsidiaries do not directly or indirectly own, or hold any rights to acquire, any material capital stock or any other material securities, interests or investments in any other Person other than investments that constitute cash or cash equivalents, other than equity securities of publicly-traded Persons acquired for cash management or passive investment purposes in the ordinary course of business. All of the outstanding shares of capital stock, or limited liability company interests or other ownership interests of, each Subsidiary of the Company, as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by the Company, directly or indirectly. The Company or one of the Company’s Subsidiaries has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or limited liability company interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens and any restrictions on transfer set forth in the organizational documents of such Subsidiary or pursuant to applicable securities laws. No Subsidiary of the Company owns any shares of capital stock of the Company. There are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, or other compensatory rights or awards (in each case, issued by the Company or any of its Subsidiaries) that are convertible into or exercisable for any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of the Company, on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of the Company.

Subsidiaries and Equity Investments. As of the date hereof, except as set forth on Schedule 3.7 4.7 of the Company Parent Disclosure Schedule, the Company Parent, Merger Sub 1, Merger Sub 2 and its Parent’s other Subsidiaries do not directly or indirectly own, or hold any rights to acquire, any material capital stock or any other material securities, interests or investments in any other Person other than investments that constitute cash or cash equivalents, other than equity securities of publicly-traded Persons acquired for cash management or passive investment purposes in the ordinary course of business. All of the outstanding shares of capital stock, or limited liability company interests or other ownership interests of, each Subsidiary of the CompanyParent, as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by the CompanyParent, directly or indirectly. The Company Parent or one of the CompanyParent’s Subsidiaries has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or limited liability company interests or other ownership interests in, each Subsidiary of the CompanyParent, free and clear of any Liens other than Permitted Liens and any restrictions on transfer set forth in the organizational documents of such Subsidiary or pursuant to applicable securities laws. No Subsidiary of the Company Parent owns any shares of capital stock of the CompanyParent. There are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, or other compensatory rights or awards (in each case, issued by the Company Parent or any of its Subsidiaries) that are convertible into or exercisable for any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of the CompanyParent, on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of the CompanyParent. Neither the Company nor Parent or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of the CompanyParent.

Subsidiaries and Equity Investments. As (a) Schedule 3.4(a) hereto sets forth the name of the date hereofeach Subsidiary and, except as set forth on Schedule 3.7 of the Company Disclosure Schedulewith respect to each Subsidiary, the Company and jurisdiction in which it is incorporated or organized, the number of shares of its Subsidiaries do not directly or indirectly own, or hold any rights to acquire, any material capital stock or any other material securitiesequity interests duly issued and outstanding, interests the names of all stockholders or investments in any other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. Schedule 3.4(b) hereto also sets forth the name of each Person (other than investments that constitute cash a Subsidiary) of which the Company holds, directly or cash equivalentsindirectly, any capital stock or equity security, together with the amount of capital stock or equity security so owned and the name of each other than equity securities of publicly-traded Persons acquired for cash management or passive investment purposes in the ordinary course of businessrecord owner thereof. All of the The outstanding shares of capital stock, stock or limited liability company equity interests or other ownership interests of, of each Subsidiary of the Company, as applicable, are validly issued, fully paid and nonassessable non-assessable, and all such shares or other equity interests shown as being owned by Company are owned by it free and clear of record any and beneficially by all Liens, except as set forth in Schedules 3.4(a) and (b) hereto. There is no existing option, warrant, call, right, commitment or agreement of any character to which any Subsidiary or the CompanyCompany is a party re- xxxxxxx, directly and there are no convertible securities of any Subsidiary outstanding or indirectlyagreed to be issued which, upon conversion or exchange, would require, the issuance, sale or transfer of any addi- tional shares of capital stock or other equity interests or securities of any Subsidiary or other securities convertible into shares of capital stock or other equity interests or securities of any Subsidiary or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of any Subsidiary. The Company Each Subsidiary is a duly organized and validly existing corporation or one other entity under the laws of the Company’s Subsidiaries hasjurisdiction of its organization. Each Subsidiary has all requisite corporate power and authority to own its properties and carry on its business as presently conducted. Except, as of set forth in Schedule 3.4(a) hereto, neither the date hereof and shall have on Seller nor the Closing DateCompany nor any Subsidiary is a party to any shareholders agreement, valid and marketable title voting trust or any other voting agreement with respect to all any of the shares of capital stock of, or limited liability company interests or other ownership interests inequity interest or to any agreement relating to the issuance, each Subsidiary sale, redemption, transfer or other disposition of the Company, free and clear of any Liens other than Permitted Liens and any restrictions on transfer set forth in the organizational documents of such Subsidiary or pursuant to applicable securities laws. No Subsidiary of the Company owns any shares of capital stock of the Company. There are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, or other compensatory rights or awards (in each case, issued by the Company or any of its Subsidiaries) that are convertible into or exercisable for any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of the Company, on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of the CompanySubsidiary.

Subsidiaries and Equity Investments. As (a) Schedule 5.4 hereto sets forth as of the date hereof, except as set forth on Schedule 3.7 hereof (i) the name of the Company Disclosure Schedule, the Company and its Subsidiaries do not directly each direct or indirectly own, or hold any rights to acquire, any material capital stock or any other material securities, interests or investments in any other Person other than investments that constitute cash or cash equivalents, other than equity securities of publicly-traded Persons acquired for cash management or passive investment purposes in the ordinary course of business. All of the outstanding shares of capital stock, or limited liability company interests or other ownership interests of, each indirect Subsidiary of the Company, as applicable(ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which the Company has, or pursuant to any agreement has the right to acquire at any time by any means, directly or indirectly, an equity interest or investment and (iii) in the case of each of the entities described in clause (i) above, (A) the jurisdiction of incorporation or organization, (B) the authorized capitalization thereof and (C) the share ownership of each such entity. The outstanding shares of Capital Stock of each such Subsidiary are validly issued, fully paid and nonassessable non-assessable, and all such shares or other equity interests represented as being owned by the Company are owned of record and beneficially by the Company, directly or indirectly. The Company or one of the Company’s Subsidiaries has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or limited liability company interests or other ownership interests in, each Subsidiary of the Company, it free and clear of any and all Liens (other than Permitted Liens and any restrictions on transfer set forth in the organizational documents of such Subsidiary or pursuant to applicable securities lawsExceptions). No shares of Capital Stock are held by any Subsidiary of the Company owns any shares of capital stock of the Companyas treasury stock. There is no existing option, warrant, call, commitment or agreement to which any such Subsidiary is a party requiring, and there are no convertible securities of any such Subsidiary outstanding stock optionswhich upon conversion would require, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, the issuance of any additional Capital Stock of any such Subsidiary or other compensatory rights or awards (in each case, issued by the Company or any of its Subsidiaries) that are securities convertible into Capital Stock of any such Subsidiary. The Seller does not, directly or exercisable for indirectly, own any capital stock of, or limited liability company interests Capital Stock or other ownership interests ininterest in any corporation, any Subsidiary of the Companypartnership, on a deferred basis or otherwise joint venture or other rights entity that are linked tois engaged in the Satellite Business, or based upon, other than the value of any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of represented by the CompanyShares and as listed on Schedule 5.4 hereto. Neither the Seller nor the Company nor any of its the Company's Subsidiaries is subject a party to any obligation (contingent or otherwise) Contract, other than this Agreement, relating to repurchase or otherwise acquire or retirethe purchase of any interest in, or the obligation to register under the Securities Act, invest in any capital stock of, or limited liability company interests or other ownership interests in, any Subsidiary of the Companysuch entity.