Common use of Company Subsidiaries Clause in Contracts

Company Subsidiaries. Section 5.4 of the Company Disclosure Schedule contains a list of the following information for each current Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of the Company has all requisite corporate power and authority to carry on its business as it is now being conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a party.

Company Subsidiaries. Section 5.4 Schedule 4.3(b) of the Company Disclosure Schedule contains a list of the following information for each current Subsidiary of the Company: (a) Schedules sets forth the name of such each Company Subsidiary and for each Company Subsidiary: (i) its jurisdiction of formation; (bii) its authorized, authorized share capital or approved registered capital; (iii) the number of its issued and outstanding share capital stock or other equity intereststhe registered capital that has been paid; and (iv) the share interests that are wholly owned, and the percentage of such capital stock directly or other equity interests owned indirectly, by the Company. The share interests of each Company Subsidiary that are owned, directly or any Subsidiary of indirectly, by the Company, as set forth in Schedule 4.3(b) of the Disclosure Schedules, are owned free and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity clear of all parties to any such option or Encumbrances, other agreement. Each current Subsidiary than Permitted Encumbrances and other than as set forth in Schedule 4.3(b) of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of the Company has all requisite corporate power and authority to carry on its business as it is now being conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure ScheduleSchedules. All of the issued and outstanding shares of share capital stock or other ownership interests in each of Company Subsidiary that are owned, directly or indirectly, by the Company's current Subsidiaries Company have been duly authorized and and, to the extent such concepts are recognized under applicable Law, are validly issued, are fully paid and non-assessableassessable and were not issued in violation of any purchase option, call option, right of first refusal or offer, preemptive rights, subscription right or other similar right, the Organizational Documents of the relevant Company Subsidiary or all applicable Law. All capital contributions to the Company Subsidiaries have been paid in accordance with all applicable Law. There is no existing option, warrant, call, right (including preemptive rights), or Contract of any character requiring, and there are owned by no securities of any Company Subsidiary outstanding which upon conversion or exchange would require, the issuance, of any shares of capital stock, other equity interests or other voting securities of the Company or another any Company Subsidiary or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock, other equity interests or other voting securities of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyCompany Subsidiary.

Company Subsidiaries. Section 5.4 of SCHEDULE 3.1.2 to the Company Disclosure Schedule contains a list of Letter sets forth each Company Subsidiary and the following information for each current Subsidiary ownership interest therein of the Company: . Except as set forth on SCHEDULE 3.1.2 to the Company Disclosure Letter, (aA) all the name outstanding shares of such Subsidiary; (b) its authorized, capital stock of each Company Subsidiary that is a corporation have been validly issued and outstanding are fully paid and nonassessable, are owned by the Company or by another Company Subsidiary free and clear of all Liens, other restrictions and limitations on voting rights and (B) all equity interests in each Company Subsidiary that is a partnership, joint venture, limited liability company or trust 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, other restrictions and limitations on voting rights. Except for the capital stock of or other equity or ownership interests in the Company Subsidiaries, and except as set forth on SCHEDULE 3.1.2 to the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or ownership interest in any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementPerson. Each current Company Subsidiary of the Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of and has the Company has all requisite corporate power and authority to carry on its business as it 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 5 11 and authority to carry on its business as now being conducted. Each current Company Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership or leasing of its properties makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed, individually or in good standing the aggregate, would not have a Material Adverse Effect on the CompanyEffect. Without limiting the generality Copies of the foregoingArticles of Incorporation, Bylaws, organization documents and partnership and joint venture agreements of each Company Subsidiary, as amended to the current Subsidiaries date of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries this Agreement, have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject previously delivered to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a party.Acquiror. 3.1.3

Company Subsidiaries. Section 5.4 (a) The only Subsidiaries of the Company Disclosure are the entities listed in Schedule contains II (collectively, the “Company Subsidiaries,” and each separately a list of the following information for each current Subsidiary of the Company: (a) “Company Subsidiary”). Schedule II correctly sets forth the name of such each Company Subsidiary; (b) , the jurisdiction of its authorizedorganization, issued and the name of the Persons owning the outstanding capital stock or other equity interests, and the percentage interests of such capital stock or Company Subsidiary (each such Person other equity interests owned by the Company or any Subsidiary of than the Company, a “Subsidiary Owner,” and collectively, the “Subsidiary Owners”) and the identity number, nature and legal and beneficial owners of the equity interests of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementCompany Subsidiary. Each current Company Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws Applicable Laws of its jurisdiction of incorporation or organization. Each current Subsidiary of the Company , and has all requisite company or corporate power to own its properties and authority to carry on its business as it presently conducted and is now being conducted. Each current Subsidiary of the Company is duly qualified to do business as a foreign corporation or organization authorized to do business, and is entity in good standing, every jurisdiction in each jurisdiction where the character of its properties owned or held under lease or which the nature of its activities makes business or the location of its properties requires such qualification necessaryqualification, except where the failure to be so qualified or in good standing lack of such qualification would not have a Company Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure ScheduleEffect. All of the outstanding shares equity interests of capital stock or other ownership interests in each of the Company's current Subsidiaries Company Subsidiary have been duly authorized and authorized, are validly issued, are fully paid and non-assessable, nonassessable and as of the date of this Agreement all of such equity interests are collectively owned by the Company or another Subsidiary of Owners and the Company Company, free and clear of all Liens, excepting only such restrictions upon transfer, if any, as may be imposed by Applicable Law. Effective as of immediately prior to the Closing, and are not subject contingent only upon the Closing and payment by Parent or the Purchaser of the Company Subsidiary Purchase Amounts on behalf of the Company to preemptive rights created by statutethe Subsidiary Owners pursuant to the Subsidiary Purchase Agreements, such the Company will own all of the issued and outstanding equity interests of each Company Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a party.

Company Subsidiaries. Section 5.4 Each Subsidiary of the Company Disclosure is listed on Schedule contains a list of 4.5 hereto. The Company has conducted its business solely through the following information for each current Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of and has the Company has all requisite corporate power and authority to carry on its business as it is now being conducted or presently proposed to be conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized to do business, and is in good standingstanding in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in each good standing in any other jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes would make such qualification necessary, except where the if failure to be so qualified qualify might have an adverse material effect upon the business or in good standing would not have a Material Adverse Effect on the Company. Without limiting the generality property of the foregoing, the current Subsidiaries of the any Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure ScheduleSubsidiary. All of the outstanding shares of capital stock or other ownership interests in of each of the Company's current Subsidiaries have been duly authorized and of Company are validly issued, are fully paid and non-assessableassessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company or another Subsidiary of the Company free and clear of all Liensany Encumbrances of any nature whatsoever (whether absolute, and accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not subject outstanding rights to preemptive rights created by statutepurchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, such Subsidiary's certificate authorized but unissued or treasury shares of incorporation, by-laws or equivalent organizational documents, the capital stock or any agreement to which other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary is a partyof the Company.

Company Subsidiaries. Section 5.4 3.04 of the Company Disclosure Schedule contains sets forth a complete and correct list of the following information each Company Subsidiary, and for each current Subsidiary such Company Subsidiary: (i) its jurisdiction of incorporation, formation or organization, as applicable, and (ii) the number of authorized, issued and outstanding shares of each class of its capital stock or other authorized, issued and outstanding equity interests, as applicable, the names of the Company: holders thereof and the number of shares or percentage interests, as applicable, held by each such holder. Each Company Subsidiary is duly incorporated, formed or organized, as applicable, validly existing and, where applicable, in good standing under the Laws of its jurisdiction of incorporation, formation or organization, as applicable, has the requisite corporate or similar power and authority to own, operate or lease the properties and assets owned, operated or leased by it and to carry on the Business as currently conducted, and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of the Business makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed, qualified or in good standing, individually or in the aggregate, does not currently, and would not reasonably be expected to, materially and adversely affect the ability of the Seller to, directly or indirectly, own the capital stock of the Companies and the Company Subsidiaries or the ability of the Companies or the Company Subsidiaries to conduct the Business (ataken as a whole) as currently conducted. Except as set forth in Section 3.04 of the name of such Subsidiary; (b) its authorizedDisclosure Schedule, all the issued and outstanding capital stock or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company is Subsidiaries are owned of record and beneficially by a corporation duly organizedCompany or another Company Subsidiary, validly existing free and in good standing under the laws clear of its jurisdiction of incorporation or organization. Each current Subsidiary of the Company has all requisite corporate power and authority to carry on its business as it is now being conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized to do businessany Encumbrances, and is in such Company or Company Subsidiary has good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes and valid title to such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each equity interests. All of the Company's current Subsidiaries have been duly authorized such issued and outstanding shares are validly issued, are fully paid and non-assessablenonassessable and were not issued in violation of any preemptive or other similar rights under any provision of applicable Law, and the certificate of incorporation or bylaws (or equivalent constitutive document) of such Company Subsidiary or any Contract to which such Company Subsidiary is subject. Except as set forth in Section 3.04 of the Disclosure Schedule, there are owned by no options, warrants, calls, convertible securities or other rights, or other Contracts relating to dividend or voting rights or other interests in the Company capital stock or another Subsidiary any other equity interests in any of the Company free and clear Subsidiaries or obligating the Seller, any of all Liensits Affiliates, either of the Companies or any of the Company Subsidiaries to issue, sell, redeem or repurchase any shares of the capital stock or other equity interest of any of the Company Subsidiaries, and there are no shares of capital stock of any of the Company Subsidiaries reserved for any purpose. Except for equity interests set forth in Section 3.04 of the Disclosure Schedule and after giving effect to the Pre-Closing Transfers, the Companies will not subject to preemptive rights created by statuteown, such Subsidiary's certificate of incorporationdirectly or indirectly, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyequity interest in any Person other than the Company Subsidiaries.

Company Subsidiaries. Section 5.4 of the The Company Disclosure Schedule contains sets forth a list of the following information for each current Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interests, and ; the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any the capital stock reserved for future issuance pursuant to outstanding options or other agreements, ; and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of the Company has all requisite corporate power and authority to carry on its business as it is now being conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure ScheduleEffect. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, and are fully paid and non-assessablepaid, nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all pledges, claims, options, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens"), and are not subject to preemptive rights created by statute, such Subsidiary's certificate respective Certificate of incorporation, byIncorporation or By-laws or equivalent organizational documents, documents or any agreement to which such Subsidiary is a party.

Company Subsidiaries. Section 5.4 of Schedule 3.1(b) to the Company Disclosure Schedule contains a list of Letter (as defined below) sets forth each Company Subsidiary and the following information for each current Subsidiary ownership interest therein of the Company: . Except as set forth on Schedule 3.1(b) to the Company Disclosure Letter, (aA) all the name outstanding shares of such Subsidiary; (b) its authorized, capital stock of each Company Subsidiary that is a corporation have been validly issued and outstanding capital stock or other equity interestsare fully paid and nonassessable, and the percentage of such capital stock or other equity interests are owned by the Company or by another Company Subsidiary free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") and (B) all equity interests in each Company Subsidiary of that is a partnership, joint venture, limited liability company or trust 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 identity capital stock of such owner; or other equity or ownership interests in the Company Subsidiaries, and (cexcept as set forth on Schedule 3.1(b) to the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to ownership interest in any such option or other agreementperson. Each current Company Subsidiary of the Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of and has the Company has all requisite corporate power and authority to carry on its business as it 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. Each current Subsidiary of Except as set forth on Schedule 3.1(b) to the Company Disclosure Letter, each Company Subsidiary is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership or leasing of its properties makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed, individually or in good standing the aggregate, would not have a Material Adverse Effect on the CompanyEffect. Without limiting the generality Copies of the foregoingArticles of Incorporation, Bylaws, organization documents and partnership and joint venture agreements of each Company Subsidiary, as amended to the current Subsidiaries date of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries this Agreement, have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company previously delivered or another Subsidiary of the Company free and clear of all Liens, and are not subject made available to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyCamden.

Company Subsidiaries. Section 5.4 SCHEDULE 3.1(b) to the Company Disclosure Letter (as defined below) sets forth each Subsidiary of the Company Disclosure Schedule contains a list of (collectively, the following information for each current Subsidiary "COMPANY SUBSIDIARIES") and the ownership interest therein of the Company: . Except as set forth on SCHEDULE 3.1(b) to the Company Disclosure Letter, (aA) all the name outstanding shares of such Subsidiary; (b) its authorized, capital stock of each Company Subsidiary that is a corporation have been validly issued and outstanding capital stock or other equity interestsare fully paid and nonassessable, and the percentage of such capital stock or other equity interests are owned by the Company or a Company Subsidiary free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "LIENS") and (B) all equity interests in each Company Subsidiary that is a partnership, joint venture, limited liability company or trust are owned by the Company or one or more Company Subsidiaries free and clear of all Liens. Except for the Companycapital stock of or other equity or ownership interests in the Company Subsidiaries, and except as set forth on SCHEDULE 3.1(b) to the identity of such owner; and (c) Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to ownership interest in any such option or other agreementPerson. Each current Company Subsidiary of the Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of and has the Company has all requisite corporate power and authority to carry on its business as it 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. Each current Company Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership or leasing of its properties makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed, individually or in good standing the aggregate, would not have a Material Adverse Effect on the CompanyEffect. Without limiting the generality Copies of the foregoingcharter documents, bylaws, organization documents and partnership and joint venture agreements of each Company Subsidiary, each as amended to the current Subsidiaries date of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries this Agreement, have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company previously delivered or another Subsidiary of the Company free and clear of all Liens, and are not subject made available to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyCamden.

Company Subsidiaries. The Company has disclosed in Section 5.4 3.3 of the Company Disclosure Schedule contains a list Memorandum all of the following information for each current Subsidiary Company Subsidiaries (as defined below) as of the Company: (a) date of this Agreement. The Company or one of the name Company Subsidiaries owns all of such Subsidiary; (b) its authorized, the issued and outstanding shares of capital stock of each Company Subsidiary. No equity securities of any Company Subsidiary are or may become required to be issued (other than to the Company or another Company Subsidiary) by reason of any rights, agreements, arrangements or commitments of any character and there are no contracts by which any Company Subsidiary is bound to issue (other than to the Company or another Company Subsidiary) additional shares of its capital stock or rights or by which the Company or any Company Subsidiary is or may be bound to transfer any shares of the capital stock of any Company Subsidiary (other equity intereststhan to the Company or another Company Subsidiary). There are no contracts relating to the rights of the Company or any Company Subsidiary to vote or to dispose of any shares of the capital stock of any Company Subsidiary. All of the shares of capital stock of each Company Subsidiary held by the Company or a Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and the percentage issuance of the foregoing has not been made in violation of any preemptive rights in favor of others under the applicable corporation law of the jurisdiction in which such capital stock Company Subsidiary is incorporated or other equity interests organized and are owned by the Company or the Company Subsidiary free and clear of any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementlien. Each current Company Subsidiary of the Company is a corporation and is duly organized, validly existing existing, and in good standing under the laws of its the jurisdiction of incorporation in which it is incorporated or organization. Each current Subsidiary of organized, and has the Company has all requisite corporate power and authority necessary for it to own, lease, and operate its assets and to carry on its business as it is now being conducted. Each current Company Subsidiary of the Company is duly qualified or licensed to transact business as a foreign corporation or organization authorized to do business, and is in good standing, standing in each jurisdiction the States of the United States and foreign jurisdictions where the character of its properties owned or held under lease assets or the nature or conduct of its activities makes such qualification necessarybusiness requires it to be so qualified or licensed, except where for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in good standing would not have the aggregate, a Material Adverse Effect material adverse effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a party."