The Business Subsidiaries. Each Business Subsidiary is a corporation duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization and is duly qualified to conduct business and, where applicable, is in good standing under the laws of each jurisdiction listed in Section 2.1(c) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except for those jurisdictions in which the failure to be so qualified or in good standing would not reasonably be expected to have a Business Material Adverse Effect. Each Business Subsidiary has all requisite corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it.
The Business Subsidiaries. Each Business Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except for any such failure to be qualified that, individually or in the aggregate, is not reasonably likely to result in a Business Material Adverse Effect. Each Business Subsidiary has all requisite corporate or similar power and authority to carry on the business in which it is now engaged and to own and use the properties now owned and used by it.
The Business Subsidiaries. At the Closing, all of the outstanding capital stock or equity interests of the Business Subsidiaries will be owned of record and beneficially, directly or indirectly, by one or more of the Companies, free and clear of any Liens other than Liens (i) arising out of, under, or in connection with the Securities Act or other applicable securities Laws, (ii) created by or through, or resulting from any facts or circumstances relating to, the Buyer or its Affiliates (for the avoidance of doubt, other than the Transferred Entities), or (iii) arising pursuant Section 7.01(a) of this Agreement. All of the outstanding shares or other equity interests of each Business Subsidiary have been duly authorized and are validly issued and outstanding and are fully paid and non-assessable. There are no options, warrants, redemption or repurchase rights, “phantom” stock rights, stock appreciate rights, stock-based performance units, or rights of conversion or other similar rights, agreements, arrangements or commitments obligating any Business Subsidiary to issue or sell any shares of its capital stock or other equity interests, or securities convertible into or exchangeable for its shares or other equity interests, other than as provided in this Agreement or any other Transaction Agreement. There are no voting trusts, stockholder or shareholder agreements, registration rights agreements, or other agreements with third parties in effect with respect to the voting or transfer of the shares or other equity interests of any Business Subsidiary. Section 5.04.
The Business Subsidiaries. Each Business Subsidiary is a limited liability company, corporation, or private limited company, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except for any such failure to be qualified that would not reasonably be expected to result in a Business Material Adverse Effect. Each Business Subsidiary has all requisite limited liability company, corporate or private limited company power and authority, as applicable, to carry on the business in which it is now engaged and to own and use the properties now owned and used by it.
