Common use of Subsidiary Capitalization Clause in Contracts

Subsidiary Capitalization. All of the issued and outstanding shares of capital stock of Acquiror's Subsidiaries are, and immediately prior to the Closing will be, duly authorized, validly issued and outstanding, fully paid and nonassessable (collectively, the "Acquiror Subsidiary Shares"). Except as set forth on Schedule 5.6, Acquiror is and will be on the Closing Date the record and beneficial owner of 100% of the Acquiror Subsidiary Shares, free and clear of any lien or encumbrance whatsoever. The Acquiror Subsidiary Shares are and will be on the Closing Date freely transferable and are and will be on the Closing Date subject to no claim of right except pursuant to this Agreement. There are no unexpired or pending preemptive rights with respect to any shares of capital stock of Acquiror's Subsidiaries. There are no outstanding securities of any of Acquiror's Subsidiaries which are convertible into or exchangeable for any shares of the capital stock of any of Acquiror's Subsidiaries nor is any of Acquiror's Subsidiaries a party to any Contract relating to the issuance, sale or transfer of any equity securities or other securities of any of Acquiror's Subsidiaries. None of the Acquiror Subsidiary Shares was issued in violation of any federal or state securities laws or any other Legal Requirement. None of Acquiror's Subsidiaries owns or has any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business except as set forth on Schedule 5.6.