THE SUBSIDIARIES of the Borrower listed in Part I of Schedule 1 (The Original Parties) as security providers (together with the Borrower, the “Original Security Providers”);
THE SUBSIDIARIES. (a) The Company does not have any subsidiary undertakings other than the Subsidiaries. Each of the Subsidiaries is a wholly-owned subsidiary of the Company (unless otherwise indicated in schedule 3) and each of the shares of each such company has been properly allotted and issued and is fully paid or credited as fully paid.
THE SUBSIDIARIES. Except as disclosed in Schedule 2.6.2, the Company owns all of the capital stock of each Subsidiary beneficially and of record and has good and valid title to all of the capital stock of each Subsidiary, free and clear of all Liens and, subject to applicable securities laws and competition laws, free of any restriction on its right to transfer or exercise any voting or other right with respect thereto and all of such shares of capital stock have been duly authorized and, to the extent applicable in the jurisdiction in which such Subsidiary was organized, are validly issued and outstanding, fully paid and non-assessable and, at the Closing, upon the consummation of the transactions contemplated hereby, the Company will continue to have good and valid title to all such shares of capital stock, free and clear of any Liens of any nature whatsoever. Except as disclosed on Schedule 2.6.2, there are no outstanding warrants, options, subscription, conversion, preemptive or other rights entitling any Person to purchase or otherwise acquire any capital stock of the Company or any Subsidiary. Any capital stock or other securities or equity interests of the Company or any Subsidiary which were issued and reacquired by the Company or any of such Subsidiaries were so reacquired (and, if reissued, so reissued) in compliance with all applicable laws, and neither the Company nor any Subsidiary has any outstanding obligation or liability with respect thereto.
THE SUBSIDIARIES. Each subsidiary of Parent is set forth in Section 5.3 of the Parent Disclosure Schedule (collectively, the "Parent Subsidiaries"). As used herein, the term "Parent Subsidiary" shall mean any corporation or other entity of which Parent, directly or indirectly, controls or which Parent owns, directly or indirectly, 50% or more of the stock or other voting interests, the holders of which are, ordinarily or generally, in the absence of contingencies (which contingencies have not occurred) or understandings (which understandings have not yet been required to be performed) entitled to vote for the election of a majority of the board of directors or any similar governing body. Except as set forth in Section 5.3 of the Parent Disclosure Schedule, as of the date of this Agreement, Parent does not own any capital stock (or other ownership interests) in any other corporation or similar business entity nor is Parent a partner in any partnership or joint venture. The Parent Disclosure Schedule describes the state or other jurisdiction of incorporation or organization of each Parent Subsidiary. Parent owns the percentage of capital stock (or other ownership interests specified) of each Subsidiary as set forth in the Parent Disclosure Schedule. Each Parent Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of its state or other jurisdiction of incorporation or organization. Each Parent Subsidiary has all requisite corporate power to carry on its business as it is now being conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary under applicable law except where the failure to qualify (individually or in the aggregate) will not have any Material Adverse Effect on Parent. All of the outstanding shares of capital stock (or other ownership interest specified) of each of the Parent Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable, and were not issued in violation of the preemptive rights of any persons. Other than as set forth in the Parent Disclosure Schedule, there are no outstanding securities convertible or exchangeable, currently or contingently, into common stock or any other securities of any Parent Subsidiary. As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the tr...