The Subsidiaries of the Company listed in Part 1 of Schedule 1 (The Original Parties) as original guarantors (together with the Company, the “Original Guarantors”);
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 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. Each of the Parent Subsidiaries has all requisite corporate power to carry on its business as now conducted and is duly qualified to do business as a foreign corporation and is in good standing as a foreign corporation in all jurisdictions in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing will not have a Material Adverse Effect on the Parent and the Parent Subsidiaries considered as one enterprise. As of the date hereof, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated thereby and hereby, Subsidiary has not and will not have incurred, directly or indirectly through any subsidiary or affiliate, any obligations or liabilities or engaged in any business or activities of any type or kind whatsoever.
The Subsidiaries. 45 SCHEDULE 9.................................................................. 47