Subsidiary Securities. All outstanding Equity Securities of each Subsidiary of the Company have been duly authorized, validly issued and are fully paid and non-assessable and are free of any preemptive rights and, except as set forth on Schedule 5.06(a), are owned, directly or indirectly, beneficially and of record by the Company free and clear of all Liens, except for Permitted Liens, and any options, warrants and other rights. None of the Company’s Subsidiaries’ has violated the Securities Act or any applicable Law in connection with the offer, sale or issuance of any of their Securities. Except as set forth on Schedule 5.06(a), there are no Equity Securities of any of the Company’s Subsidiaries (i) authorized, issued or outstanding, (ii) held in any such Subsidiary’s treasury, or (iii) reserved for issuance.
Appears in 2 contracts
Sources: Asset Purchase and Sale Agreement (Avaya Inc), Asset Purchase and Sale Agreement (Northwestern Corp)