Common use of Subsidiaries; Capitalization Clause in Contracts

Subsidiaries; Capitalization. As of the Second Restatement Date and after giving effect to the consummation of the Transactions, Arch has only the Subsidiaries set forth on Schedule 4.1. The issued and outstanding shares of each corporate Subsidiary of Arch are duly authorized, validly issued, fully paid and nonassessable and are owned free and clear of any Liens, except Permitted Liens. The interest of Arch and any of its Subsidiaries in each of its non-corporate Subsidiaries is owned free and clear of any Liens, except Permitted Liens. The outstanding capital Stock of each corporate Subsidiary of Arch and the ownership interest in each non-corporate Subsidiary of Arch, in each case as of the Second Restatement Date, are as set forth on Schedule 4.1. The owner of each such interest and each issue of capital Stock listed on Schedule 4.1 is the registered and beneficial owner thereof. None of the Borrower or any of its Subsidiaries has issued any securities convertible into capital Stock (or other equity interest) and there are no outstanding options or warrants to purchase capital Stock of the Borrower or any such Subsidiary of any class or kind, and there are no agreements, voting trusts or understandings with respect thereto or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other rights with respect thereto, whether similar or dissimilar to any of the foregoing. In addition, as of the Second Restatement Date, Arch Canada is the only Foreign Subsidiary of Arch and is not a Material Foreign Subsidiary.

Subsidiaries; Capitalization. As of the Second Restatement Date Effective Date, GP Canada has no Subsidiaries and after giving effect to the consummation of the Transactions, Arch Parent has only the Subsidiaries set forth on, and the authorized, issued and outstanding Capital Stock of the Parent and each such Subsidiary is as set forth on, Schedule 4.1. As of the Effective Date, GP Canada is a wholly-owned Subsidiary of Parent and except as set forth on Schedule 4.1. The issued and outstanding , the shares of of, or partnership or other interests in, each corporate Subsidiary of Arch the Borrowers are owned beneficially and of record by a Borrower or another Subsidiary of a Borrower, are free and clear of all Liens and are duly authorized, validly issued, fully paid and nonassessable and are owned free and clear nonassessable. As of any Liensthe Effective Date, except Permitted Liens. The interest of Arch and any of its Subsidiaries in each of its non-corporate Subsidiaries is owned free and clear of any Liens, except Permitted Liens. The outstanding capital Stock of each corporate Subsidiary of Arch and the ownership interest in each non-corporate Subsidiary of Arch, in each case as of the Second Restatement Date, are as set forth on Schedule 4.1. The owner of each such interest and each issue of capital Stock listed on Schedule 4.1 is the registered and beneficial owner thereof. None , (i) no Credit Party nor any of the Borrower or any of its Foreign Subsidiaries has issued any securities convertible into capital Stock (into, or other equity interest) and there are no outstanding options or warrants to purchase capital Stock of the Borrower for, any common or any such Subsidiary of any class or kindpreferred equity securities thereof, and (ii) there are no agreements, voting trusts or understandings binding upon any Borrower or any of its Subsidiaries with respect thereto to the voting securities of any Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other rights right with respect thereto, whether similar or dissimilar to any of the foregoing. In addition, as and (iii) all of the Second Restatement Date, Arch Canada is the only outstanding Capital Stock of each Credit Party or Foreign Subsidiary of Arch and is not owned by a Material Foreign SubsidiaryBorrower or another Credit Party.

Subsidiaries; Capitalization. As of the Second Restatement Date Effective Date, GP Canada has no Subsidiaries and after giving effect to the consummation of the Transactions, Arch Parent has only the Subsidiaries set forth on, and the authorized, issued and outstanding Capital Stock of the Parent and each such Subsidiary is as set forth on, Schedule 4.1. As of the Effective Date, GP Canada is a wholly-owned Subsidiary of Physics and except as set forth on Schedule 4.1. The issued and outstanding , the shares of of, or partnership or other interests in, each corporate Subsidiary of Arch the Borrowers are owned beneficially and of record by a Borrower or another Subsidiary of a Borrower, are free and clear of all Liens and are duly authorized, validly issued, fully paid and nonassessable and are owned free and clear nonassessable. As of any Liensthe Effective Date, except Permitted Liens. The interest of Arch and any of its Subsidiaries in each of its non-corporate Subsidiaries is owned free and clear of any Liens, except Permitted Liens. The outstanding capital Stock of each corporate Subsidiary of Arch and the ownership interest in each non-corporate Subsidiary of Arch, in each case as of the Second Restatement Date, are as set forth on Schedule 4.1. The owner of each such interest and each issue of capital Stock listed on Schedule 4.1 is the registered and beneficial owner thereof. None , (i) no Credit Party nor any of the Borrower or any of its Foreign Subsidiaries has issued any securities convertible into capital Stock (into, or other equity interest) and there are no outstanding options or warrants to purchase capital Stock of the Borrower for, any common or any such Subsidiary of any class or kindpreferred equity securities thereof, and (ii) there are no agreements, voting trusts or understandings binding upon any Borrower or any of its Subsidiaries with respect thereto to the voting securities of any Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other rights right with respect thereto, whether similar or dissimilar to any of the foregoing. In addition, as and (iii) all of the Second Restatement Date, Arch Canada is the only outstanding Capital Stock of each Credit Party or Foreign Subsidiary of Arch and is not owned by a Material Foreign SubsidiaryBorrower or another Credit Party.