Common use of Capital Stock of Subsidiaries Clause in Contracts

Capital Stock of Subsidiaries. The only direct or indirect subsidiaries of Shared Technologies are those listed in Section 5.2 of the Disclosure Statement previously delivered by Shared Technologies to Fairchild (the "Disclosure Statement"). Shared Technologies is directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 5.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its subsidiaries, there are no proxies with respect to such shares, and no equity securities of any of such subsidiar- ies are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securi- ties or rights convertible into or exchangeable for, shares of any capital stock of any such subsidiary, and there are no con- tracts, commitments, understandings or arrangements by which any such subsidiary is bound to issue additional shares of its capital stock or securities convertible into or exchangeable for such shares. Other than as set forth in Section 5.2 of the Disclosure Statement, all of such shares so owned by Shared Technologies are validly issued, fully paid and nonassessable and are owned by it free and clear of any claim, lien or encum- brance of any kind with respect thereto. Except as disclosed in Section 5.2 of the Disclosure Statement, Shared Technologies does not directly or indirectly own any interest in any corpo- ration, partnership, joint venture or other business associa- tion or entity.

Capital Stock of Subsidiaries. The only direct or indirect subsidiaries of Shared Technologies ▇▇▇▇▇▇▇▇▇ are those listed in Section 5.2 6.2 of the Disclosure Statement previously delivered by ▇▇▇▇▇▇▇▇▇ to Shared Technologies to Fairchild (the "Disclosure Statement"). Shared Technologies ▇▇▇▇▇▇▇▇▇ is directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 5.2 6.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its subsidiariessub- sidiaries, there are no proxies with respect to such shares, and no equity securities of any of such subsidiar- ies subsidiaries are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securi- ties securities or rights convertible con- vertible into or exchangeable for, shares of any capital stock of any such subsidiary, and there are no con- tractscontracts, commitmentscommit- ments, understandings or arrangements by which any such subsidiary subsid- iary is bound to issue additional shares of its capital stock or securities convertible into or exchangeable for such shares. Other than as set forth in Section 5.2 6.2 of the Disclosure StatementState- ment, all of such shares so owned by Shared Technologies ▇▇▇▇▇▇▇▇▇ are validly issued, fully paid and nonassessable and are owned by it free and clear of any claim, lien or encum- brance encumbrance of any kind with respect thereto. Except as disclosed in Section 5.2 6.2 of the Disclosure Statement, Shared Technologies ▇▇▇▇▇▇▇▇▇ does not directly or indirectly own any interest in any corpo- rationcorporation, partnership, joint venture or other business associa- tion association or entity.

Capital Stock of Subsidiaries. The only direct or indirect subsidiaries of Shared Technologies the Company are those listed in Section 5.2 of the Disclosure Statement previously delivered by Shared Technologies the Company to Fairchild Acquiror (the "Disclosure Statement"). Shared Technologies The Company is directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 5.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its subsidiaries, there are no proxies with respect to such shares, and no equity securities of any of such subsidiar- ies subsidiaries are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securi- ties securities or rights convertible into or exchangeable for, shares of any capital stock of any such subsidiary, and there are no con- tractscontracts, commitments, understandings or arrangements by which any such subsidiary is bound to issue additional shares of its capital stock or securities convertible into or exchangeable for such shares. Other than as set forth in Section 5.2 of the Disclosure Statement, all of such shares so owned by Shared Technologies the Company are validly issued, fully paid and nonassessable and are owned by it free and clear of any claim, lien or encum- brance encumbrance of any kind with respect thereto. Except as disclosed in Section 5.2 of the Disclosure Statement, Shared Technologies the Company does not directly or indirectly own any interest in any corpo- rationcorporation, partnership, joint venture or other business associa- tion association or entity.

Capital Stock of Subsidiaries. The only direct or indirect ----------------------------- subsidiaries of Shared Technologies Company are those listed in Section 5.2 3.2 of the Disclosure Statement previously delivered by Shared Technologies Company to Fairchild Parent (the "Disclosure ---------- Statement"). Shared Technologies Company is directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 5.2 3.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its subsidiaries, there are no proxies with respect to such shares, and no equity securities of any of such subsidiar- ies subsidiaries are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securi- ties securities or rights convertible into or exchangeable for, shares of any capital stock of any such subsidiary, and there are no con- tractscontracts, commitments, understandings or arrangements by which any such subsidiary is bound to issue additional shares of its capital stock or securities convertible into or exchangeable for such shares. Other than as set forth in Section 5.2 3.2 of the Disclosure Statement, all of such shares so owned by Shared Technologies Company are validly issued, fully paid and nonassessable and are owned by it free and clear of any claim, lien or encum- brance encumbrance of any kind with respect thereto. Except as disclosed in Section 5.2 3.2 of the Disclosure Statement, Shared Technologies Company does not directly or indirectly own any interest in any corpo- rationcorporation, partnership, joint venture or other business associa- tion association or entity.

Capital Stock of Subsidiaries. The only direct or indirect subsidiaries of Shared Technologies Company are those listed in Section 5.2 3.2 of the Disclosure Statement previously delivered by Shared Technologies Company to Fairchild Parent (the "Disclosure Statement"). Shared Technologies Company is directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 5.2 3.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its subsidiaries, there are no proxies with respect to such shares, and no equity securities of any of such subsidiar- ies subsidiaries are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securi- ties securities or rights convertible into or exchangeable for, shares of any capital stock of any such subsidiary, and there are no con- tractscontracts, commitments, understandings or arrangements by which any such subsidiary is bound to issue additional shares of its capital stock or securities convertible into or exchangeable for such shares. Other than as set forth in Section 5.2 3.2 of the Disclosure Statement, all of such shares so owned by Shared Technologies Company are validly issued, fully paid and nonassessable and are owned by it free and clear of any claim, lien or encum- brance encumbrance of any kind with respect thereto. Except as disclosed in Section 5.2 3.2 of the Disclosure Statement, Shared Technologies Company does not directly or indirectly own any interest in any corpo- rationcorporation, partnership, joint venture or other business associa- tion association or entity.

Capital Stock of Subsidiaries. The only direct or indirect subsidiaries of Shared Technologies are those listed in Section 5.2 of the Disclosure Statement previously delivered by Shared Technologies to Fairchild (the "Disclosure Statement"). Shared Technologies is directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 5.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its subsidiaries, there are no proxies with respect to such shares, and no equity securities of any of such subsidiar- ies subsidiaries are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securi- ties securities or rights convertible into or exchangeable for, shares of any capital stock of any such subsidiary, and there are no con- tractscontracts, commitments, understandings or arrangements by which any such subsidiary is bound to issue additional shares of its capital stock or securities convertible into or exchangeable for such shares. Other than as set forth in Section 5.2 of the Disclosure Statement, all of such shares so owned by Shared Technologies are validly issued, fully paid and nonassessable and are owned by it free and clear of any claim, lien or encum- brance encumbrance of any kind with respect thereto. Except as disclosed in Section 5.2 of the Disclosure Statement, Shared Technologies does not directly or indirectly own any interest in any corpo- rationcorporation, partnership, joint venture or other business associa- tion association or entity.

Capital Stock of Subsidiaries. The only direct or indirect subsidiaries of Shared Technologies Company are those listed in Section 5.2 3.2 of the Disclosure Statement previously delivered by Shared Technologies Company to Fairchild Parent (the "Disclosure StatementDISCLOSURE STATEMENT"). Shared Technologies Company is directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 5.2 3.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its subsidiaries, there are no proxies with respect to such shares, and no equity securities of any of such subsidiar- ies subsidiaries are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securi- ties securities or rights convertible into or exchangeable for, shares of any capital stock of any such subsidiary, and there are no con- tractscontracts, commitments, understandings or arrangements by which any such subsidiary is bound to issue additional shares of its capital stock or securities convertible into or exchangeable for such shares. Other than as set forth in Section 5.2 3.2 of the Disclosure Statement, all of such shares so owned by Shared Technologies Company are validly issued, fully paid and nonassessable and are owned by it free and clear of any claim, lien or encum- brance encumbrance of any kind with respect thereto. Except as disclosed in Section 5.2 3.2 of the Disclosure Statement, Shared Technologies Company does not directly or indirectly own any interest in any corpo- rationcorporation, partnership, joint venture or other business associa- tion association or entity.

Capital Stock of Subsidiaries. The only direct or indirect subsidiaries Subsidiaries of Shared Technologies are Beve▇▇▇ ▇▇▇ those listed in Section 5.2 4.16 of the Disclosure Statement previously delivered by Shared Technologies to Fairchild (Beve▇▇▇ ▇▇▇closure Statement, which Section 4.16 separately sets forth the "Disclosure Statement")Pharmacy Subsidiaries. Shared Technologies is As of the Effective Time, the Pharmacy Subsidiaries shall constitute the only direct or indirect Subsidiaries of Beve▇▇▇. ▇▇ve▇▇▇ ▇▇ directly or indirectly the record (except for directors' qualifying shares) and beneficial owner (including all qualifying shares owned by directors of such subsidiaries as reflected in Section 5.2 of the Disclosure Statement) of all of the outstanding shares of capital stock of each of its subsidiariesPharmacy Subsidiaries, there are no proxies with respect to such shares, and no equity securities of there are not any of such subsidiar- ies are or may be required to be issued by reason of any existing options, warrants, scripcalls, subscriptions, or other rights to subscribe for, calls or other agreements or commitments obligating Beve▇▇▇ ▇▇ any of such Subsidiaries to issue, transfer or sell any character whatsoever relating to, or securi- ties or rights convertible into or exchangeable for, shares of any capital stock of such Subsidiary or any such subsidiary, and there are no con- tracts, commitments, understandings or arrangements by which any such subsidiary is bound to issue additional shares of its capital stock or other securities convertible into or exchangeable evidencing the right to subscribe for any such shares. Other than All of such shares beneficially owned by Beve▇▇▇ ▇▇▇ duly authorized and validly issued, fully paid, nonassessable and free of preemptive rights with respect thereto and, except as set forth in Section 5.2 4.16 of the Disclosure Beve▇▇▇ ▇▇▇closure Statement, all of such shares so owned by Shared Technologies are validly issued, fully paid and nonassessable and are owned by it free Beve▇▇▇ ▇▇▇e and clear of any claim, lien or encum- brance encumbrance of any kind with respect thereto. Except as disclosed set forth in Section 5.2 4.16 of the Disclosure Beve▇▇▇ ▇▇▇closure Statement, Shared Technologies does Beve▇▇▇ ▇▇▇s not directly or indirectly own any interest in any corpo- rationcorporation, partnership, joint venture or other business associa- tion association or entity.