Common use of Company Subsidiaries Clause in Contracts

Company Subsidiaries. (a) Subsection 4.4(a) of the Company Disclosure Memorandum lists all material Subsidiaries of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized, has the corporate power and authority necessary for it to own or lease its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and in good standing in the states of the United States in which the ownership of its property or the conduct of its business requires

Company Subsidiaries. (a) Subsection 4.4(aSection 3.6(a) of the Company Disclosure Memorandum Schedule lists all material Subsidiaries each corporation, limited liability company, partnership, association, joint venture or other business entity of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company owns or any Material Company has owned, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body (each, a “Subsidiary”). Each Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated of its incorporation or organized, organization. Each Subsidiary has the corporate power and authority necessary for it to own or lease its assets and properties and assets and to carry on its business as it is now being currently conducted, and except where the failure to have such corporate power would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Subsidiary is duly qualified or licensed to do business and is in good standing in the states of the United States each jurisdiction in which the ownership character or location of its property assets or properties (whether owned, leased or licensed) or the conduct nature of its business requiresmake such qualifications or licenses necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Company Material Adverse Effect. A true, correct and complete copy of each Subsidiary’s charter documents and bylaws, each as amended to date and in full force and effect on the Agreement Date, has been Made Available. The Company is the sole direct and indirect beneficial and record owner of all outstanding shares of capital stock or other equity interests of each Subsidiary. All outstanding shares of capital stock or other equity interests of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the charter documents or bylaws of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Laws. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries. Section 3.6(a) of the Disclosure Schedule lists the directors and officers of each Subsidiary as of the Agreement Date.

Company Subsidiaries. (a) Subsection 4.4(aSection 2.6(a) of the Company Disclosure Memorandum Schedule lists all material Subsidiaries each Subsidiary of the Company. Each Subsidiary of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is duly organized, an entity validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (or in which it the event good standing is incorporated not an applicable concept in such jurisdiction, no proceedings have been initiated for the dissolution of such Subsidiary under the laws of its jurisdiction of incorporation or organized, organization). Each Subsidiary of the Company has the corporate power and authority necessary for it to own or lease its assets and properties and assets and to carry on its business as it is now being currently conducted, and . Each Subsidiary of the Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualification or license necessary to the Company’s business as currently conducted except where the failure to be so qualified and licensed to do business and in good standing standing, individually or in the states aggregate with any such other failures, would reasonably be expected to result in a Company Material Adverse Effect to the Company. A true, correct and complete copy of the United States charter documents and bylaws or other organizational documents of each Subsidiary of the Company, each as amended to date and in full force and effect on the date hereof, has been Made Available. All of the outstanding shares or other equity interests of each Subsidiary of the Company are owned of record and beneficially by the Company. All of the outstanding shares or other equity interests of each Subsidiary of the Company are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the charter documents or bylaws or other organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements. No Subsidiary of the ownership Company is threatened with or subject to any bankruptcy or insolvency proceedings or is or likely to become unable to pay its due debts upon their maturity. There are no options, warrants, calls, rights, commitments or agreements of its property any character, written or oral, to which any Subsidiary of the conduct Company is a party or by which any Subsidiary of its business requiresthe Company is bound obligating such Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Subsidiary of the Company. Section 2.6(a) of the Disclosure Schedule lists the directors and officers and other equity interest holders, if applicable, of each Subsidiary of the Company as of the date of this Agreement. Any Subsidiaries that are not wholly owned by the Company are controlled by the Company and consolidated with the Company in the Financials.

Company Subsidiaries. (a) Subsection 4.4(aSection 2.6(a) of the Company Disclosure Memorandum Schedule lists all material Subsidiaries each Subsidiary of the Company. Each Subsidiary of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is duly organized, an entity validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (or in which it the event good standing is incorporated not an applicable concept in such jurisdiction, no proceedings have been initiated for the dissolution of such Subsidiary under the laws of its jurisdiction of incorporation or organized, organization). Each Subsidiary of the Company has the corporate power and authority necessary for it to own or lease its assets and properties and assets and to carry on its business as it is now being currently conducted, and . Each Subsidiary of the Company is duly qualified or licensed to do business and is in good standing in the states of the United States each jurisdiction in which the ownership character or location of its property assets or properties (whether owned, leased or licensed) or the conduct nature of its business requiresmake such qualifications or licenses necessary, except where the failure to be so qualified or licensed would not be material to the Company and its Subsidiaries, taken as a whole. A true, correct and complete copy of the charter documents and bylaws or other organizational documents of each Subsidiary of the Company, each as amended to date and in full force and effect on the Agreement Date, has been Made Available. All of the outstanding shares or other equity interests of each Subsidiary of the Company are owned of record and beneficially by the Company. All of the outstanding shares or other equity interests of each Subsidiary of the Company are duly authorized, validly issued, fully paid and non‑assessable and not subject to preemptive rights created by statute, the charter documents or bylaws or other organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements. No Subsidiary of the Company is subject to any bankruptcy or insolvency proceedings or is or likely to become unable to pay its due debts upon their maturity. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound obligating such Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any

Company Subsidiaries. (a) Subsection 4.4(a) Section 3.04 of the Disclosure Schedule sets forth the authorized and outstanding capital stock of the Company Disclosure Memorandum lists all material Subsidiaries of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material The Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, owns all of the outstanding capital stock of each of the Company Subsidiaries which, in the case of Meeting Maker Limited, consists of 100 ordinary shares (resulting from a 100-for-1 split prior to Closing in the one ordinary share of Meeting Maker Limited outstanding prior to such split). The shares of each Company Subsidiary have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by the Company, free and clear of all Encumbrances. The Shares of each Company Subsidiary were issued in compliance with applicable Laws. None of the shares of the Company Subsidiaries were issued in violation of any agreement, arrangement or commitment to which any of the Company Subsidiaries, the Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of either of the Company Subsidiaries or obligating either of the Company Subsidiaries, the Seller or the Company to issue or sell any shares of capital stock of each such Material Company Subsidiary are owned by the Company of, or any other interest in, either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company SubsidiarySubsidiaries. Except as set forth in subsection 4.4(a) Neither of the Company Disclosure MemorandumSubsidiaries has outstanding or authorized any stock appreciation, there phantom stock, profit participation or similar rights. There are no contractsvoting trusts, commitmentsstockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or arrangements by which transfer of any of the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) either of the Company Disclosure Memorandum, all Subsidiaries. Each of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary Subsidiaries is a private limited company duly organized, validly existing and in good standing under the laws Laws of England and Wales. Each of the jurisdiction in which it is incorporated or organized, Company Subsidiaries has the full corporate power and authority necessary for it to own own, operate or lease its the properties and assets now owned, operated or leased by it and to carry on its business as it is now being conducted, has been and is duly qualified to do business and in good standing in the states of the United States in which the ownership of its property or the conduct of its business requirescurrently conducted.

Company Subsidiaries. (a) Subsection 4.4(a) Section 3.6 of the Company Disclosure Memorandum Schedule lists all material Subsidiaries each corporation, limited liability company, partnership, association, joint venture or other business entity of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company owns or any Material Company has owned, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body (each, a “Subsidiary”). Each current Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated of its incorporation or organized, organization. Each current Subsidiary has the corporate power and authority necessary for it to own or lease its assets and properties and assets and to carry on its business as it is now being currently conducted and as currently contemplated to be conducted, and . Each current Subsidiary is duly qualified or licensed to do business and is in good standing in the states of the United States each jurisdiction in which the ownership character or location of its property assets or properties (whether owned, leased or licensed) or the conduct nature of its business requiresmake such qualifications or licenses necessary. A true, correct and complete copy of each current Subsidiary’s charter documents and bylaws, each as amended to date and in full force and effect on the date of this Agreement, has been Made Available. All of the outstanding shares of each Subsidiary are or were owned of record and beneficially by the Company. All outstanding shares of each current Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the charter documents or bylaws of such Subsidiary, or any Contract to which such current Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Laws. There are no options, warrants, calls, rights, or Contracts of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right or Contract. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries. Section 3.6(a) of the Disclosure Schedule lists the directors and officers of each Subsidiary as of the date of this Agreement.

Company Subsidiaries. (a) Subsection 4.4(aSchedule 3.1(b) of the Disclosure Letter of such Company Disclosure Memorandum lists all material Subsidiaries sets forth each Subsidiary of such Company and its respective jurisdiction of formation, each owner and the Company (the "Material Company Subsidiaries") respective amount of such owner’s equity interest in such Subsidiary, and all other Subsidiariesa list of each jurisdiction in which such Subsidiary is qualified or licensed to do business and each assumed name under which such Subsidiary conducts business in any jurisdiction. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of All the outstanding shares of capital stock of each Subsidiary of such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandumthat is a corporation have been duly authorized and validly issued, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the such Company, by another Subsidiary of such Company or by such Material Company and another Subsidiary of such Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any claimkind or nature whatsoever (collectively, lien “Liens”) and free of any preemptive rights or encumbranceany other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer, register or otherwise dispose of the shares), and all equity interests in each Subsidiary of such Company that is a partnership, limited liability company or business trust are owned by such Company, by another Subsidiary of such Company, or by such Company and another Subsidiary of such Company, free and clear of all Liens and free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer, register or otherwise dispose of the equity interests). There are no outstanding options, warrants or other rights to acquire ownership interests of or from any Subsidiary of such Company. Each Material Subsidiary of such Company Subsidiary that is a corporation is duly organizedincorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as now being conducted and each Subsidiary of such Company that is a partnership, limited liability company or business trust is duly organized and validly existing and in good standing under the laws of the its jurisdiction in which it is incorporated or organized, of organization and has the corporate requisite power and authority necessary for it to own or lease its properties and assets and to carry on its business as it is now being conducted, and . Each Subsidiary of such Company is duly qualified or licensed to do business and is in good standing in the states of the United States each jurisdiction in which the ownership of its property or the conduct nature of its business requiresor the ownership, operation or leasing of its properties makes such qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, would not have a Material Adverse Effect on such Company. Except for interests in the Subsidiaries of such Company and investments in short-term investment securities, neither such Company nor any Subsidiary of such Company owns directly or indirectly any capital stock or other interest (equity or debt) in any other Person.

Company Subsidiaries. (a) Subsection 4.4(aSection 3.6(a) of the Company Disclosure Memorandum Schedule lists all material Subsidiaries each corporation, limited liability company, partnership, association, joint venture or other business entity of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company owns, directly or any Material Company indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body (each, a “Subsidiary”). Each Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated of its incorporation or organized, organization. Each Subsidiary has the corporate power and authority necessary for it to own or lease its assets and properties and assets and to carry on its business as it is now being currently conducted, and except where the failure to have such corporate power would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Subsidiary is duly qualified or licensed to do business and is in good standing in the states of the United States each jurisdiction in which the ownership character or location of its property assets or properties (whether owned, leased or licensed) or the conduct nature of its business requiresmake such qualifications or licenses necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Company Material Adverse Effect. A true, correct and complete copy of each Subsidiary’s charter documents and bylaws, each as amended to date and in full force and effect on the Agreement Date, has been Made Available. The Company is the sole direct and indirect beneficial and record owner of all outstanding shares of capital stock or other equity interests of each Subsidiary. All outstanding shares of capital stock or other equity interests of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the charter documents or bylaws of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Laws. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries. Section 3.6(a) of the Disclosure Schedule lists the directors and officers of each Subsidiary as of the Agreement Date.

Company Subsidiaries. (a) Subsection 4.4(a) Except for the Subsidiaries, and through Emerald GRB, LLC’s ownership of 45% of the Company Disclosure Memorandum lists all material Subsidiaries general partner partnership interest and 37.24188% of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operationslimited partner partnership interest in Sxxxxx Dome Gathering, or any liabilities. Except as indicated in subsection 4.4(a) of LLLP, the Company Disclosure Memorandumdoes not own, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandumindirectly, no any equity or long-term debt securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares Person. Each of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary Subsidiaries is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is a limited liability company duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated or organized, state of Colorado and has the full corporate power and authority necessary for it to own own, operate or lease its the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is now being currently conducted. Schedule 3.04 of the Disclosure Schedules sets forth each jurisdiction in which each Subsidiary is licensed or qualified to do business, and each Subsidiary is duly licensed or qualified to do business and is in good standing in the states of the United States each jurisdiction in which the ownership of its property properties owned or leased by it or the conduct operation of its business requiresas currently conducted makes such licensing or qualification necessary. All corporate actions taken by each Subsidiary in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing. All of the outstanding membership units of each Subsidiary have been duly authorized, are validly issued, fully paid and non-assessable (except as non-assessability may be affected by certain provisions of the Colorado Limited Liability Company Act), and are owned of record and beneficially by the Company, free and clear of all Encumbrances, except for those Encumbrances set forth in Schedule 3.04 of the Disclosure Schedules. Upon consummation of the transactions contemplated by this Agreement, the Company shall own all of the membership units of each Subsidiary, free and clear of all Encumbrances, except as otherwise set forth on Schedule 3.04 of the Disclosure Schedules. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the equity of the Subsidiaries or obligating any Subsidiary or the Company to issue or sell any equity in a Subsidiary. Each Subsidiary does not have outstanding or authorized any equity appreciation, phantom equity, profit participation or similar rights. There are no voting trusts, member agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the membership units.

Company Subsidiaries. (a) Subsection 4.4(a) Section 3.4 of the Disclosure Schedules sets forth each of the Company Disclosure Memorandum lists all material Subsidiaries of Subsidiaries, the Business conducted by the Company (Subsidiary, and the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilitiesapplicable state of formation. Except as indicated in subsection 4.4(a) shown on Section 3.4 of the Disclosure Schedule, no Company Disclosure Memorandumowns, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandumindirectly, no equity securities any ownership interests of any Material Company Subsidiary may be required to be issued (other than to the Company Person or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrancebusiness. Each Material Company Subsidiary is duly organizedformed, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated or organizedstate of its formation, and has the full corporate power and authority necessary for it to own own, operate or lease its the properties and assets now owned, operated or leased by it and to carry on its business Business as it has been and is now being currently conducted. Section 3.4 of the Disclosure Schedules sets forth each jurisdiction in which each Company Subsidiary is licensed or qualified to do business, and each Company Subsidiary is duly licensed or qualified to do business and is in good standing in the states of the United States each jurisdiction in which the ownership properties owned or leased by it or the operation of its property Business as currently conducted makes such licensing or qualification necessary. Seller, directly or indirectly through each of the conduct Companies, is the record owners of and has good and valid title to the ownership interests of each Company Subsidiary, free and clear of all Encumbrances. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any ownership interests in any Company Subsidiary or obligating Seller, any Company or any Company Subsidiary to issue or sell any of its business requiresownership interests in the Subsidiaries. Other than the respective Formation Documents of the Subsidiaries, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the ownership interests in the Subsidiaries. All corporate actions required to be taken by each Company Subsidiary in connection with this Agreement and the other Transaction Documents have been or will be duly authorized on or before the Closing. Complete and correct copies of the Formation Documents, including the limited liability company or operating agreement, of each Company Subsidiary have been made available to Buyer.

Company Subsidiaries. (a) Subsection 4.4(a) Schedule 3.2 of the Company Disclosure Memorandum lists all material Subsidiaries of the Company (the "Material Company Subsidiaries") Letter sets forth a true, correct and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock complete list of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Each Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction in which it is incorporated or organized, of organization. Each Company Subsidiary has the corporate power and authority necessary for it to own or own, operate and lease its properties and assets and to carry on its business as it business. Each Company Subsidiary is now being conductedduly qualified or licensed to do business, and is duly in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect on such Company Subsidiary; without limiting the foregoing, as of the Closing Date, each respective Company Subsidiary will be so qualified to do business or licensed and in good standing in the states each jurisdiction listed on Schedule 3.2 of the United States Company Disclosure Letter. The Company has delivered to Acquiror's legal counsel true and complete copies of the currently effective Articles of Incorporation and Bylaws (or other comparable charter documents) of each Company Subsidiary, each as amended to date. Each Company Subsidiary is not in which the ownership violation of its property Articles of Incorporation or Bylaws (or other comparable charter documents), each as amended to date. The Company is the conduct owner of its business requiresall of the issued and outstanding shares of capital stock of each Company Subsidiary and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the issued and outstanding shares of capital stock of each Company Subsidiary are owned by the Company free and clear of all Encumbrances (other than Permitted Encumbrances) and are not subject to any preemptive right or right of first refusal created by statute, the Articles of Incorporation and Bylaws (or other comparable charter documents), as applicable, of such Company Subsidiary or any agreement to which such Company Subsidiary is a party or by which it is bound. There are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any shares of capital stock of a Company Subsidiary or any securities or debt convertible into or exchangeable for capital stock of a Company Subsidiary or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or agreement. Other than the Company Subsidiaries set forth in Schedule 3.2, the Company does not have any Company Subsidiary or any equity or ownership interest (or any interest convertible or exchangeable or exercisable for, any equity or ownership interest), whether direct or indirect, in any Person. The Company is not obligated to make nor is it bound by any agreement or obligation to make any investment in or capital contribution in or on behalf of any other Person.

Company Subsidiaries. (a) Subsection 4.4(a) Part 3.1 of the Company Disclosure Memorandum Schedule lists all material Subsidiaries of the Company (each, a “Company Subsidiary”) and indicates as to each the "Material type of entity and its jurisdiction of organization. Company owns, directly or indirectly through one or more Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the issued and outstanding capital stock of each Company Subsidiary and there are no options, warrants, calls, rights, securities or agreements of any character by which Company or any Company Subsidiary is bound, obligating Company or any Company Subsidiary to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material any Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Each Company Subsidiary is a corporation or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is other Entity duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is incorporated or organizedof organization, has the with full corporate power and or other Entity authority necessary for it to own or lease its properties and assets and to carry on its business as it is now being conducted, conducted and is duly authorized and qualified to do business and is in good standing in the states of the United States each jurisdiction in which the ownership failure to be so qualified and in good standing would reasonably be expected to have a Material Adverse Effect on such Company Subsidiary. Company has made available to Parent a true and correct copy of the Certificate of Incorporation and the Bylaws or other organizational documents, as applicable, of each Company Subsidiary, each as amended to date (collectively, the “Subsidiary Organizational Documents”). No Company Subsidiary is in violation of any of the provisions of its property Subsidiary Organizational Documents. At the Effective Time, Company will own all of the issued and outstanding capital stock of VHS and there will be no options, warrants, calls, rights, securities or the conduct agreements of its business requiresany character by which Company or VHS is bound, obligating Company or VHS to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of VHS.

Company Subsidiaries. Section 3.2 of the disclosure letter, dated the date hereof, delivered by the Company to Equity One prior to the execution of this Agreement setting forth certain matters referred to in this Agreement (a) Subsection 4.4(a) the "Disclosure Letter"), sets forth each subsidiary of the Company Disclosure Memorandum lists all material Subsidiaries and the ownership interest therein of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilitiesCompany. Except as indicated set forth in subsection 4.4(a) Section 3.2 of the Company Disclosure MemorandumLetter, (A) all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) subsidiary of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be that is a corporation have been validly issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary and are fully paid and nonassessable and nonassessable, are owned by the Company or such Material by another subsidiary of the Company Subsidiary free and clear of all liens, claims, encumbrances and limitations on voting rights and (B) all equity interests in each subsidiary of the Company that is a partnership, joint venture, limited liability company or trust are owned by the Company, by another subsidiary of the Company, or by the Company and another subsidiary of the Company, or by two or more subsidiaries of the Company free and clear of all liens, claims, encumbrances and limitations on voting rights. Except for the capital stock of or other equity or ownership interests in the subsidiaries of the Company (the "Subsidiary Securities"), and except as set forth in Section 3.2 of the Disclosure Letter, the Company does not own, directly or indirectly, any claim, lien capital stock or encumbranceother equity or ownership interest in any other entity. Each Material subsidiary of the Company Subsidiary that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of the its jurisdiction in which it is incorporated or organized, of incorporation and has the requisite corporate power and authority necessary for it to own or lease its properties and assets and to carry on its business as it is now being conducted, and each subsidiary of the Company that is a partnership, joint venture, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as now being conducted. Each subsidiary of the Company is duly qualified or licensed to do business and is in good standing in the states of the United States each jurisdiction in which the ownership of its property or the conduct nature of its business requiresor the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, would not have a Material Adverse Effect. Copies of the Articles of Incorporation, Bylaws, organization documents and partnership and joint venture agreements of each subsidiary of the Company have been previously delivered to Equity One.

Company Subsidiaries. (a) Subsection 4.4(a) Section 3.6 of the Company Disclosure Memorandum Schedule lists all material Subsidiaries each corporation, limited liability company, partnership, association, joint venture or other business entity of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company owns, directly or any Material Company indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body (each, a “Subsidiary”). Each Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated of its incorporation or organized, organization. Each Subsidiary has the corporate power and authority necessary for it to own or lease its assets and properties and assets and to carry on its business as it is now being currently conducted, and . Each Subsidiary is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified and in good standing, individually or in the states aggregate, would be material to the Company. A true, correct and complete copy of each Subsidiary’s charter documents and bylaws, each as amended to date and in full force and effect on the date of this Agreement, has been Made Available. All of the United States outstanding shares of each Subsidiary are owned of record and beneficially by the Company. All outstanding shares of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by Law, the charter documents or bylaws of such Subsidiary, or any Contract to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Laws. There are no options, warrants, calls, rights, or Contracts of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating the ownership Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of its property the capital stock of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the conduct vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right or Contract. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of its business requiresthe Subsidiaries. Section 3.6(a) of the Disclosure Schedule lists the current directors and officers of each Subsidiary as of the date of this Agreement.

Company Subsidiaries. (a) Subsection 4.4(aSection 2.6(a)(i) of the Company Disclosure Memorandum Schedule lists all material Subsidiaries each Subsidiary of the Company (the "Material Company Subsidiaries") and all other Subsidiariesalong with its jurisdiction of incorporation or organization. No Each Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is duly organized, an entity validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (or in which it the event good standing is incorporated not an applicable concept in such jurisdiction, no proceedings have been initiated for the dissolution of such Subsidiary under the laws of its jurisdiction of incorporation or organized, organization). Each Subsidiary of the Company has the corporate power and authority necessary for it to own or lease its assets and properties and assets and to carry on its business as it is now being currently conducted, and . Each Subsidiary of the Company is duly qualified or licensed to do business and is in good standing in the states of the United States each jurisdiction in which the ownership character or location of its property assets or properties (whether owned, leased or licensed) or the conduct nature of its business requiresrequire such qualifications or licenses (except in the event good standing is not an applicable concept in any such jurisdiction), except where the failure to so qualify or be licensed would not have a Company Material Adverse Effect. Except as set forth on Section 2.6(a)(ii) of the Disclosure Schedule, all of the outstanding shares or other equity interests of each Subsidiary of the Company are owned of record and beneficially by the Company. All of the outstanding shares or other equity interests of each Subsidiary of the Company are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the charter documents or bylaws or other organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound obligating such Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Subsidiary of the Company.

Company Subsidiaries. (a) Subsection 4.4(aSchedule 3.1(b) of the Company Disclosure Memorandum lists all material Subsidiaries Letter sets forth each Subsidiary of the Company (and its respective jurisdiction of formation, each owner and the "Material Company Subsidiaries") respective amount of such owner’s equity interest in such Subsidiary, and all other Subsidiariesa list of each jurisdiction in which such Subsidiary is qualified or licensed to do business and each assumed name under which such Subsidiary conducts business in any jurisdiction. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of All the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandumthat is a corporation have been duly authorized and validly issued, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company, by another Subsidiary of the Company or such Material by the Company and another Subsidiary of the Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any claimkind or nature whatsoever (collectively, lien “Liens”), other than Permitted Liens, and other than Permitted Liens, free of any preemptive rights or encumbranceany other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer, register or otherwise dispose of the shares), and all equity interests in each Subsidiary of the Company that is a partnership, limited liability company or business trust are owned by the Company, by another Subsidiary of the Company, or by the Company and another Subsidiary of the Company, free and clear of all Liens, other than Permitted Liens, and other than Permitted Liens, free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer, register or otherwise dispose of the equity interests). There are no outstanding options, warrants or other rights to acquire ownership interests of or from any Subsidiary of the Company. Each Material Subsidiary of the Company Subsidiary that is a corporation is duly organizedincorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as now being conducted, and each Subsidiary of the Company that is a partnership, limited liability company or business trust is duly organized and validly existing and in good standing under the laws of the its jurisdiction in which it is incorporated or organized, of organization and has the corporate requisite power and authority necessary for it to own or lease its properties and assets and to carry on its business as it is now being conducted, and . Each Subsidiary of the Company is duly qualified or licensed to do business and is in good standing in the states of the United States each jurisdiction in which the ownership of its property or the conduct nature of its business requiresor the ownership, operation or leasing of its properties makes such qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. Except for interests in the Subsidiaries of the Company and investments in short-term investment securities, neither the Company nor any Subsidiary of the Company owns directly or indirectly any capital stock or other interest (equity or debt) in any other Person.

Company Subsidiaries. (a) Subsection 4.4(a) of the Company Disclosure Memorandum lists all material Subsidiaries of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized, has the corporate power and authority necessary for it to own or lease its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and in good standing in the states of the United States in which the ownership of its property or the conduct of its business requiresrequires it to be so qualified, except for such jurisdictions in which the failure to be so qualified and in good standing would not have a Material Adverse Effect. As used in this Agreement, the term "Subsidiary"

Company Subsidiaries. (a) Subsection 4.4(a(i) Section 2.6(a) of the Company Disclosure Memorandum Schedule lists all material Subsidiaries each Subsidiary of the Company (the "Material Company Subsidiaries") and all other Subsidiariesalong with its jurisdiction of incorporation or organization. No Each Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is duly organized, an entity validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (or in which it the event good standing is incorporated not an applicable concept in such jurisdiction, no proceedings have been initiated for the dissolution of such Subsidiary under the laws of its jurisdiction of incorporation or organized, organization). Each Subsidiary of the Company has the corporate power and authority necessary for it to own or lease its assets and properties and assets and to carry on its business as it is now being currently conducted, and except where the failure to have such power would not be material to such Subsidiary. Each Subsidiary of the Company is duly qualified or licensed to do business and is in good standing in the states of the United States each jurisdiction in which the ownership character or location of its property assets or properties (whether owned, leased or licensed) or the conduct nature of its business requiresmake such qualifications or licenses necessary to the such Subsidiary’s business as currently conducted except where the failure to be so qualified or licensed would not be material to such Subsidiary. All of the outstanding shares or other equity interests of each Subsidiary of the Company are owned of record and beneficially by the Company. All of the outstanding shares or other equity interests of each Subsidiary of the Company are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the charter documents or bylaws or other organizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound obligating such Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Subsidiary of the Company.

Company Subsidiaries. (a) Subsection 4.4(aSection 3.6(a) of the Company Disclosure Memorandum Schedule lists all material Subsidiaries each corporation, limited liability company, partnership, association, joint venture or other business entity of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company owns or any Material Company has owned, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body (each, a “Subsidiary”). Each Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated of its incorporation or organized, organization. Each Subsidiary has the corporate power and authority necessary for it to own or lease its assets and properties and assets and to carry on its business as it is now being currently conducted and as currently contemplated to be conducted, and . Each Subsidiary is duly qualified or licensed to do business and is in good standing in the states of the United States each jurisdiction in which the ownership character or location of its property assets or properties (whether owned, leased or licensed) or the conduct nature of its business requiresmake such qualifications or licenses necessary, except where the failure to be so qualified or licensed would not be material to such Subsidiary. A true, correct and complete copy of each Subsidiary’s charter documents and bylaws, each as amended to date and in full force and effect on the date of this Agreement, has been Made Available. All of the outstanding shares of each Subsidiary are owned of record and beneficially by the Company. All outstanding shares of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the charter documents or bylaws of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Laws. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries. Section 3.6(a) of the Disclosure Schedule lists the directors and officers of each Subsidiary as of the date of this Agreement.

Company Subsidiaries. (aSCHEDULE 3.1(b) Subsection 4.4(a) of to the Company Disclosure Memorandum lists all material Subsidiaries Letter (as defined below) sets forth each Company Subsidiary and the ownership interest therein of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilitiesCompany. Except as indicated in subsection 4.4(aset forth on SCHEDULE 3.1(b) of to the Company Disclosure MemorandumLetter, (A) all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be that is a corporation have been validly issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary and are fully paid and nonassessable and nonassessable, are owned by the Company or such Material by another Company Subsidiary free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any claimkind or nature whatsoever (collectively, lien "LIENS") and (B) all equity interests in each Company Subsidiary that is a partnership, joint venture, limited liability company or encumbrancetrust are owned by the Company, by another Company Subsidiary, or by the Company and another Company Subsidiary, or by two or more Company Subsidiaries free and clear of all Liens. Except for the capital stock of or other equity or ownership interests in the Company Subsidiaries, and except as set forth on SCHEDULE 3.1(b) to the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any person. Each Material Company Subsidiary that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of the its jurisdiction in which it is incorporated or organized, of incorporation and has the requisite corporate power and authority necessary for it to own or lease its properties and assets and to carry on its business as it is now being conducted, and each Company Subsidiary that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as now being conducted. Except as set forth on SCHEDULE 3.1(B) to the Company Disclosure Letter, each Company Subsidiary is duly qualified or licensed to do business and is in good standing in the states of the United States each jurisdiction in which the ownership of its property or the conduct nature of its business requiresor the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, would not have a Material Adverse Effect. Copies of the Articles of Incorporation, Bylaws, organization documents and partnership and joint venture agreements of each Company Subsidiary, as amended to the date of this Agreement, have been previously delivered or made available to Camden.

Company Subsidiaries. (a) Subsection 4.4(a) Schedule 3.3 sets forth a list of all the Company Disclosure Memorandum lists all material Subsidiaries of Subsidiaries, including the Company jurisdictions (the "Material Company Subsidiaries"whether federal, state, local or foreign) and all other Subsidiaries. No Subsidiary other than the Material in which such Company Subsidiaries has are organized or qualified to do business as a foreign corporation, a brief description of such Company Subsidiary's principal activities and, if any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the such Company Disclosure Memorandum, all of the outstanding shares of capital stock of each such Material Company Subsidiary are Subsidiaries is not wholly-owned by the Company either directly or indirectly through another Material a Company Subsidiary, the percentage owned by the Company or any Company Subsidiary and the names, addresses and percentage ownership of any Person having an ownership interest in such Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no No equity securities of any Material of the Company Subsidiary Subsidiaries are or may be become required to be issued (other than to the Company or another Material a wholly-owned Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum), and there are no contracts, commitments, understandings or arrangements by which any of the Company or any Material Company Subsidiary Subsidiaries is or may be obligated bound to transfer sell or otherwise issue any shares of its capital stock, and there are no contracts, commitments, understandings or arrangements relating to the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) rights of the Company Disclosure Memorandum, all to vote or to dispose of such shares. All of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and subject to no common law, statutory or contractual preemptive rights and, except as set forth on Schedule 3.3, are owned by the Company or such Material a Company Subsidiary free and clear of any claim, lien or encumbranceLiens. Each Material Company Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized, has the corporate power and authority necessary for it to own or lease its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and in good standing in the states each jurisdiction (whether federal, state, local or foreign) where its ownership or leasing of the United States in which the ownership of its property or the conduct of its business requiresrequires it to be so qualified, except where the failure to be duly qualified would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Company. Except as set forth on Schedule 3.3, the Company does not own beneficially, directly or indirectly, any equity securities or similar interests of any Person. Schedule 3.3 sets forth a list of all equity securities the Company holds, directly or indirectly, and involving, in the aggregate, ownership or control of 5% or more of any class of the issuer's voting securities or 25% or more of the issuer's equity (treating subordinated debt as equity); provided, that the Company is not required to list on Schedule 3.3 any (i) securities held by it in its capacity as a broker-dealer for the benefit of others, (ii) securities with a value of less than $250,000 held by it in its capacity as a market maker, and (iii) securities held by it for less than thirty (30) days in its capacity as a market-maker. Schedule 3.3 lists or describes in reasonable detail all partnership, joint ventures or similar entities, in which the Company owns or controls an interest, directly or indirectly.

Company Subsidiaries. (a) Subsection 4.4(a) The Company has delivered to the Investor a true, complete and correct list of all of the Company Disclosure Memorandum lists all material Subsidiaries Subsidiaries. As of the Company (Closing after giving effect to the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure MemorandumRestructuring, all shares of the outstanding capital stock of each such Company Subsidiary will be owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (“Liens”) (other than restrictions on transfer which arise under applicable Law). All of the issued shares of capital stock of each such Material Company Subsidiary have been duly authorized and validly issued and are owned by fully paid and non-assessable. None of the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) shares of capital stock of the Company Disclosure MemorandumSubsidiaries were issued in violation of preemptive or other similar rights of any stockholder. Except for transfers to effect the Restructuring or as expressly provided in this Agreement or the Transaction Documents, no equity securities security of any Material of the Company Subsidiary Subsidiaries is or may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of the any capital stock of any Material such Company Subsidiary. Except as set forth in subsection 4.4(a) , and, other than statutory rights of the Company Disclosure Memorandumregulators to acquire or obtain control of insurance entities, none of which rights have been exercised, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary is or may be obligated bound to transfer any issue additional shares of the its capital stock of stock, or any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandumoption, all of the outstanding warrant or right to purchase or acquire any additional shares of its capital stock of each Material stock. Each Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid has been duly organized and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is duly organized, validly existing and as a corporation or other entity in good standing under the laws of the jurisdiction in which it is incorporated of its incorporation or organizedorganization, has the corporate or other power and authority necessary for it to own or own, lease and operate its properties and assets and to carry on conduct its business as it is now being conducted, in all material respects and is duly qualified as a foreign corporation or other entity to do transact business and is in good standing in the states each jurisdiction in which such qualification is required, whether by reason of the United States in which the ownership or leasing of its property or the conduct of its business, except where the failure to so qualify or to be in good standing would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except in respect of the Company Subsidiaries, the Company will not own beneficially, directly or indirectly, as of the Pricing Date, more than 5% of any class of equity securities or similar interests of any corporation, association, business requiresentity or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture.

Company Subsidiaries. Except for its ninety percent (a90%) Subsection 4.4(a) of managing general partner partnership interest in Blue Spruce Investment Limited Partnership (“Blue Spruce”), the Company Disclosure Memorandum lists all material Subsidiaries of the Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operationsdoes not own, or any liabilities. Except as indicated in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandumindirectly, no any equity or long-term debt securities of any Material Company Subsidiary may be required to be issued (other than to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares of the capital stock of any Material Company SubsidiaryPerson. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or arrangements by which the Company or any Material Company Subsidiary Blue Spruce is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is a limited partnership duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated or organized, State of Delaware and has the corporate full limited partnership power and authority necessary for it to own own, operate or lease its the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is now being currently conducted. Blue Spruce is licensed or qualified to do business in Michigan, and it is duly licensed or qualified to do business and is in good standing in the states of the United States each jurisdiction in which the ownership of its property properties owned or leased by it or the conduct operation of its business requiresas currently conducted makes such licensing or qualification necessary. All limited partnership actions taken by Blue Spruce in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing. All of the outstanding partnership interests of Blue Spruce have been duly authorized, are validly issued, fully paid and non-assessable (except as non-assessability may be affected by certain provisions of the Delaware Revised Uniform Limited Partnership Act), and the ninety percent (90%) managing general partner partnership interest is owned of record and beneficially by the Company, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, the Company shall own all of such managing general partner partnership interest of Blue Spruce, free and clear of all Encumbrances. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the partnership interests of Blue Spruce or obligating Blue Spruce or the Company to issue or sell any partnership interests in Blue Spruce. Blue Spruce does not have outstanding or authorized any partnership interest appreciation, phantom partnership interests, profit participation or similar rights. Except for a limited partner put right in the limited partnership agreement of Blue Spruce, there are no agreements or understandings in effect with respect to the transfer of any of the partnership interests. Because of the relative de minimis value of Blue Spruce’s properties and assets, for purposes of this Agreement, Blue Spruce shall not be treated as a separate entity, and the representations and warranties of the Company and the Seller with respect to the Company shall be deemed to encompass the properties and assets of Blue Spruce, and shall be deemed to be logically adjusted to take into consideration that Blue Spruce is indeed a separate legal entity, of which the Company owns a ninety percent (90%) managing general partner partnership interest. There are no unpaid assessments or amounts deemed unpaid by the Company in respect of the Company’s general partner interest in Blue Spruce or in respect of the Company’s obligations as a general partner therein.

Company Subsidiaries. (a) Subsection 4.4(a) Section 7.4 of the Company Disclosure Memorandum lists all material Subsidiaries Schedules sets forth the name of each Company Subsidiary, and with respect to each Company Subsidiary on the Company date of this Agreement (a) its jurisdiction of organization, (b) the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(aclass(es) of its authorized shares or other equity interests (if applicable), and (c) the Company Disclosure Memorandum, ownership percentage of issued and outstanding shares or other equity interests by the record holders thereof. The foregoing represents all of the issued and outstanding shares equity interests of capital stock the Target Companies as of the date of this Agreement. All of the outstanding equity securities of each such Material Company Subsidiary are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable Laws, and owned by the Company either directly one or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) more of the Company Disclosure Memorandum, no equity securities Target Companies free and clear of any Material Company Subsidiary may be required to be issued all Liens (other than those, if any, imposed by such Company Subsidiary’s Organizational Documents or applicable Laws), except where the failure to be would not, individually or in the aggregate, reasonably be expected to be material to the Company or another Material Company Subsidiary) by reason of any Equity Rights for shares Target Companies, taken as a whole. As of the capital stock date of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandumthis Agreement, there are no contracts, commitments, understandings or arrangements by Contracts to which the Company or any Material of the Company Subsidiaries is a party or bound with respect to the voting (including voting trusts or proxies) or transfer of the equity interests of any Company Subsidiary other than the Organizational Documents of any such Company Subsidiary. As of the date of this Agreement, there are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Company Subsidiary is a party or may be obligated to transfer which are binding upon any shares of Company Subsidiary providing for the capital stock issuance or redemption of any Material equity interests of any Company Subsidiary. As of the date of this Agreement, there are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Company Subsidiary. No Company Subsidiary has any limitation, whether by Contract, Order, or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. As of the date of this Agreement, other than the Company Subsidiaries, no Target Company has any Subsidiaries. Except as set forth in subsection 4.4(a) for the equity interests of the Company Subsidiaries listed on Section 7.4 of the Company Disclosure MemorandumSchedules, all as of the date of this Agreement: (i) no Target Company owns or has any rights to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person, (ii) no Target Company is a participant in any joint venture, partnership or similar arrangement and (iii) there are no outstanding shares contractual obligations of a Target Company to provide funds to or make any loan or capital stock of each Material Company Subsidiary held by the Company or contribution to any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any claim, lien or encumbrance. Each Material Company Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized, has the corporate power and authority necessary for it to own or lease its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and in good standing in the states of the United States in which the ownership of its property or the conduct of its business requiresother Person.